Common use of Request for Demand Registration Clause in Contracts

Request for Demand Registration. Subject to Section 3(f) below, at any time after 6 months from the date of the consummation of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f) below, at At any time commencing one hundred and eighty (180) days after 6 months from the date of the consummation of an Initial Public OfferingIPO Effectiveness Date, each of the Designated Holders (each, an “Initiating Holder” and collectively, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect: (i) more than two such Demand Registrations for the General Atlantic Shareholder as a group and more than two such Demand Registrations for the Apax Shareholders as a group; (ii) a Demand Registration if the Initiating Holder(s), together with the other Designated Holders that include Registrable Securities in the Demand Registration pursuant to Section 4, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$20,000,000; (iii) a Demand Registration in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (iv) a Demand Registration if the Initiating Holder(s) may dispose of shares of Registrable Securities pursuant to a Registration Statement on Form F-3 pursuant to a request made under Section 5 hereof; (v) a Demand Registration in any jurisdiction other than the Individual Investors whojurisdiction(s) in which the Company has already effected a registered public offering of its equity securities; (vi) a Demand Registration during the period ending on the date six (6) months immediately following the effective date of any Registration Statement pertaining to Class A Ordinary Shares or ADSs (other than a Registration Statement on Form S-4 or F-4 or any successor thereto or a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto)); or (vii) a Demand Registration if the Company, within ten (10) days of the receipt of the request of the Initiating Holders, gives notice to the General Atlantic Representative (on behalf of the General Atlantic Shareholders) or the Apax Representative (on behalf of the Apax Shareholder), as applicable, of its bona fide intention to effect the filing of a Registration Statement with the Commission within thirty (30) days of receipt of such request (other than with respect to a Registration Statement on Form S-4 or F-4 or any successor thereto, a Registration Statement with respect to an employee benefit plan (including Form S-8 or any successor thereto) or any other registration which is not appropriate for the registration of Registrable Securities). For purposes of this Section 3the preceding sentence, two or more Registration Statements filed in response to one demand shall be deemed counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (i) be seriously detrimental to be part the Company or (ii) require the disclosure of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing important confidential information that the Company register Registrable Securities under has a material business purpose for preserving as confidential or the Actdisclosure of which would materially impede the Company’s ability to consummate a significant transaction (a “Valid Business Reason”), then the Company may (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and under (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the securities 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 blue sky laws may postpone amending or supplementing such Registration Statement. The Company shall give written notice to the General Atlantic Representative or the Apax Representative, as applicable, on behalf of any jurisdiction designated by the Initiating Holder of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such holder postponement or holders (withdrawal no longer exists, in each such registration case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrationsonce in any twelve (12) month period. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, sold and 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsthereof.

Request for Demand Registration. Subject To the extent permitted by applicable law and regulations, and subject to Section 3(f) below6 hereof on up to a maximum of two occasions, at any time on or after 6 months from the first anniversary of the date hereof, any Crestview Holder (in each case, a “Demand Initiating Holder”) may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “Demand Registration”), the consummation number of an Initial Public OfferingRegistrable Securities stated in such request; provided, each of however, that the Company shall not be obligated to effect (i) a Demand Registration if the Demand Initiating Holders, together with the Designated Holders (other than the Individual Investors whoDemand Initiating Holders) that have requested to register securities in such registration statement pursuant to Section 3(b), propose to sell Registrable Securities having aggregate Face Value (as such term is defined in the Merger Agreement) of less than $30,000,000, and (ii) any Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8); provided, further, that a Demand Registration shall be deemed not to have been effected if (i) after it has become effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority for any reason other than a misrepresentation or an omission by a Designated Holder affiliated with the Demand Initiating Holder, (ii) the registration statement does not remain effective for the period specified in Section 3(c), or (iii) in the event of an underwritten offering, if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by a Designated Holder affiliated with the Demand Initiating Holder. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, material operational development or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists or, if later, the occurrence of the Valid Business Reason (but in no event may the duration of such postponement last for more than 45 days after the date when the Demand Registration was requested), and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than 45 days have passed since such postponement, the Demand Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 33(a)) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to the Demand Initiating Holder of each of its determination to postpone filing, shall be deemed to be part amending or supplementing a Registration Statement, and of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing fact that the Valid Business Reason for such postponement no longer exists or has occurred, as applicable, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company register Registrable Securities under the Actmay not postpone a filing, and under the securities amendment or blue sky laws of any jurisdiction designated by such holder or holders (each such registration supplement under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred due to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect Valid Business Reason for more than three Demand Registrations90 days in any 12-month period. Each request for a Demand Registration by an the Demand Initiating Holder in respect thereof shall specify state the type and amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in thereof, which registration is desired. Upon may include 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number distribution of Registrable Securities to be registeredto, and resale of such Registrable Securities by, the intended method equity holders of disposition thereof and any Crestview Holder or its equity holders (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the jurisdictions Securities Act, in which registration is desired. Subject to case the provisions of Section 3(d), the Company 5(f) shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsapply.

Request for Demand Registration. Subject to Section 3(f) belowTo the extent permitted by applicable law and regulations, at any time after 6 months from time, the date of Initiating Holders may make a written request to the consummation of an Initial Public OfferingCompany to register, each of and the Designated Holders Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the Individual Investors whoterms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than five such Demand Registrations, (ii) a Demand Registration if the Initiating Holders propose to sell Registrable Securities in such Demand Registration at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date on which the Company receives the written request for such Demand Registration) to the public of less than $20,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities or (iii) any such Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8). In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than sixty days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than sixty days have passed since such postponement, the Initiating Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to all Designated Stockholders of its determination to postpone filing, shall be deemed to be part amending or supplementing a Registration Statement and of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company register Registrable Securities under the Actmay not postpone a filing, and under the securities amendment or blue sky laws of any jurisdiction designated by such holder or holders (each such registration supplement under this Section 3(a) that satisfies the requirements set forth in Section 3(bdue to a Valid Business Reason (i) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect for more than three Demand Registrations90 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the type and amount of the Registrable Securities proposed to be sold, sold and 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsthereof.

Request for Demand Registration. Subject to Section 3(f) belowBlackstone or Blackstone Holders designated by Blackstone (the "Initiating Blackstone Holders"), at any time after 6 months from Wass▇▇▇▇▇▇▇ ▇▇ Wass▇▇▇▇▇▇▇ ▇▇▇ders designated by Wass▇▇▇▇▇▇▇ (▇▇e "INITIATING WASS▇▇▇▇▇▇▇ ▇▇▇DERS"), and Heartland or an Investor Stockholder designated by the date of Heartland Entities (the consummation of an Initial Public Offering, "INITIATING INVESTOR HOLDERS," each of the Designated Initiating Blackstone Holders, the Initiating Wass▇▇▇▇▇▇▇ ▇▇▇ders and the Initiating Investor Holders shall be known as the "INITIATING HOLDERS," as appropriate), may each make a written request to the Company to register, and the Company shall register, under the Securities Act (other than the Individual Investors who, for purposes of this Section 3, shall be deemed pursuant to be part of a Registration Statement on Form S-4 or S-8 or any Demand Registration in which Whitney is the Initiating Holdersuccessor thereto) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"), the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that the Management Stockholders Company shall only not be entitled obligated to effect (x) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating Wass▇▇▇▇▇▇▇ ▇▇▇ders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating Wass▇▇▇▇▇▇▇ ▇▇▇ders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand right shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a groupDemand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the foregoingcontrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "VALID BUSINESS REASON"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the Wass▇▇▇▇▇▇▇ ▇▇▇ector, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company be required to effect may not postpone or withdraw a filing under this Section 3.1 more than three Demand Registrationsonce in any twelve (12) month period. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, sold and 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsthereof.

Request for Demand Registration. Subject to Section 3(f) below, at any time after 6 months from the date Designated Holders holding at least 25% of the consummation of an Initial Public Offering, each Registrable Securities held by all of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDERHOLDERS") shall have the right to make one may request in writing that the Company register registration of Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Two or more registrations filed in response to one demand shall be counted as one registration statement. Each request for a Demand Registration by an the Initiating Holder Holders in respect thereof 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders Stockholders other than the Designated Holders; PROVIDEDprovided, that such inclusion shall be permitted only to 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 Holder Holders exercising the Demand Registration rights.

Request for Demand Registration. Subject (i) Following the occurrence of the IPO, subject to Section 3(f) below3.4, at any time after 6 months from the date of the consummation of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") Principal Stockholder shall have the right to make one a written request in writing that from time to time (a “Demand Registration Request”) to the Company register for Registration of all or part of the Registrable Securities under held by the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders Principal Stockholder (each such registration under this Section 3(aa “Demand Registration”). (ii) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof Request shall specify (w) the aggregate amount of the Registrable Securities proposed to be soldregistered, (x) the intended method or methods of disposition thereof and (y) whether the jurisdictions in which registration Demand Registration Request is desired. Upon for an Underwritten Offering or a request Shelf Registration (a “Shelf Registration Request”). (iii) If a Demand Registration Request is for a Demand Shelf Registration, and the Company is eligible to file a Registration Statement on Form S-3, the Company shall promptly take file with the SEC a shelf Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities from time to time in accordance with the intended methods of distribution, subject to all applicable provisions of this Agreement. (iv) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form S-3, the Company shall promptly file with the SEC a Shelf Registration Statement on Form S-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such steps other Registration Statement as are necessary or the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities from time to time in accordance with the intended methods of distribution. (v) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to prepare for the registration do so) include an unspecified amount of the Registrable Securities to be registered. Within fifteen (15) days after sold by unspecified beneficial holders; if on the receipt date of such request, the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number aggregate amount of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f) below6(a), at any time from and after 6 months from the date of the consummation of an Initial Public OfferingDemand Registration Date, each of the Designated Holders (other than Centerbridge Parties, the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is ▇▇▇▇▇▇▇ Parties and the Initiating Holder) (each an "INITIATING HOLDER") Blackstone Parties shall have the right to make one a written request to the Company (each requesting Holder, a “Demand Initiating Holder”) to register, and the Company shall register in writing accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act on Form S-1 or any similar long-form registration (a “Demand Registration”); provided, however, that the Company register shall not be obligated to effect: (i) more than two Demand Registrations in the case of each of the Centerbridge Holders, the ▇▇▇▇▇▇▇ Holders and the Blackstone Holders, (ii) a Demand Registration if the aggregate offering price of the Registrable Securities under the Act, to be sold in such offering (including piggyback shares and under the securities or blue sky laws before deduction of any jurisdiction designated by such holder underwriting discounts or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(bcommissions) is referred not reasonably expected to herein as be at least $200 million, or (iii) during the pendency of an MNPI Reason Suspension Period or a "DEMAND REGISTRATION"); PROVIDEDValid Business Reason Suspension Period. For purposes of the preceding sentence, HOWEVER, that the Management Stockholders shall only be entitled two or more Registration Statements filed in response to one demand right request for a Demand Registration shall be counted as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three one Demand RegistrationsRegistration. Each request for a Demand Registration by an the Demand Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. Upon a request for a Demand RegistrationIn addition, the Company shall promptly take such steps as are necessary or appropriate not be obligated to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) effect any Demand Registration within 180 days after the receipt effective date of such requesta previous Demand Registration or other previous registration in which the Holders of Registrable Securities were given piggyback rights pursuant to Section 3(d). In addition, the Company shall give written notice thereof not be obligated to all other Designated Holders and include in such effect any Demand Registration (or any registration all Registrable Securities held by a Designated Holder from whom effected pursuant to Section 3(b) or Section 5(a)) during the Company has received a written request for inclusion therein at least ten (10) period starting with the date that is 60 days prior to the filing Company’s board of directors’ good faith estimate of the date of filing of, and ending on the date that is 90 days after the effective date of, a Company-initiated registration statement. Each , provided that the Company is actively employing in good faith reasonable best efforts to cause such request will also specify the number of Registrable Securities registration to be registered, the intended method of disposition thereof become effective and the jurisdictions in which registration is desired. Subject to Company has complied with the requirements of Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights4.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 months from the date that is 270 days after the Closing Date, the holders of 25% of the consummation outstanding Registrable Securities may make a written request for registration of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATIONDemand Registration"); PROVIDED, HOWEVERprovided, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company will not be required to effect more than three six Demand RegistrationsRegistrations in the aggregate at the request of the holders of Registrable Securities pursuant to this Section 9.2(a) and provided, further, that the Company will not be required to effect more than four Demand Registrations pursuant to this Section 9.2(a) using a registration form other than a Form S-3 Registration Statement; and provided, further, that the Company shall not be required to complete any Demand Registration after the fourth Demand Registration unless the anticipated aggregate proceeds to the selling shareholders would exceed $2,500,000. Each such request for a Demand Registration by an Initiating Holder in respect thereof 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders holders holding Registrable Securities and include in such registration all Registrable Securities held by a Designated Holder from whom holder thereof with respect to which the Company has received a written request requests for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject Except with respect to Section 3(dPersons who as of the date of this Agreement have the contractual right to piggy-back on a Demand Registration pursuant to registration rights agreements identified on Schedule 4.8, unless holders of a majority of the Registrable Securities to be included in the Demand Registration consent in writing, no other Person (other than the Company and any other holder of Registrable Securities), shall be permitted to offer securities under any such Demand Registration. Subsequent to the date hereof, the Company shall be entitled not grant to include in any registration statement and offering made pursuant Person who does not presently have such right, the right to piggy-back on a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f(a) belowFollowing the Effective Date, at any time after 6 months from the date of the consummation of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") PG Investor shall have the right to make one a written request in writing that from time to time (a “Demand Registration Request”) to the Company register Registrable Securities under the Act, and under the securities for Registration of all or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount part of the Registrable Securities proposed held by the PG Investor. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” Each such demand shall be required to be soldin respect of at least $50 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the participating Holders, 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 case such steps as are necessary or appropriate to prepare for the registration demand may only be made in respect of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by such Holders; provided that a Designated Holder from whom Demand Registration shall not be counted for purposes of the Company limitation set forth in Section 3.1.1(d) or Section 3.2.5(c) unless and until the Demand Registration has received a written request for inclusion therein become effective and the PG Investor registers and sells at least ten (10) days prior to the filing 75% of the registration statement. Registrable Securities requested to be included in such Registration. (b) Each such request will also Demand Registration Request shall specify (i) the number aggregate amount of Registrable Securities to be registered, registered and (ii) the intended method or methods of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d)thereof. (c) Upon receipt of a Demand Registration Request, the Company shall be entitled as promptly as practicable file a Registration Statement (a “Demand Registration Statement”) relating to include in any registration statement and offering made pursuant to a such Demand Registration, authorized but unissued shares and use its commercially reasonable efforts to cause such Demand Registration Statement to be promptly declared effective under the Securities Act. (d) The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the current fiscal quarter of Common Stock, shares of Common Stock held the Company (unless otherwise consented to by the Company as treasury shares or shares Board of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms Directors of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder exercising the Demand Registration rightsCompany).

Request for Demand Registration. (i) Subject to Section 3(f) below4.4, at any time after 6 months from the date of the consummation of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") Investor Party shall have the right right, for itself or together with one or more other Investor Parties, to make one a written request in writing that from time-to-time (a “Demand Registration Request”) to the Company register for Registration of all or part of the Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated held by such holder or holders Investor Party (each such registration under this Section 3(aa “Demand Registration”). (ii) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof Request shall specify (x) the aggregate amount of the Registrable Securities proposed to be soldregistered, (y) the intended method or methods of disposition thereof and (z) whether the jurisdictions Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in which registration the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is desired. Upon a request for a Demand Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly take file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such steps Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as are necessary or the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to prepare for the registration do so) include an unspecified amount of the Registrable Securities to be registered. Within fifteen (15) days after sold by unspecified Investor Parties; if on the receipt date of such request, the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number aggregate amount of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f) below, at At any time on or after 6 months from the date hereof, the holders of more than 50% of the consummation of an Initial Public Offering, each of the Registrable Securities outstanding may make a written request for registration (such Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be making such request being deemed to be part of any Demand Registration in which Whitney is the "Initiating Holder) (each an "INITIATING HOLDERHolders") shall have the right to make one request in writing that the Company register of Registrable Securities under the Securities Act, and under the securities or "blue sky sky" laws of any jurisdiction a reasonable number of jurisdictions designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATIONDemand Registration"); PROVIDEDprovided, HOWEVERhowever, that the Management Stockholders Company shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company not be required to effect more than three Demand RegistrationsRegistrations pursuant to this Section 3. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be required to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration within three (3) months after the effective date of any other Registration Statement of the Company. Each such request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f(a) below, at any time after 6 months from Following the date of the consummation of an Initial Public OfferingEffective Date, each of the Designated Holders (other than the Individual Principal Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one a written request in writing that from time to time (a “Demand Registration Request”) to the Company register Registrable Securities under the Act, and under the securities for Registration of all or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount part of the Registrable Securities proposed held by such Principal Investor. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” Subject to Section 3.2.8, each of the Principal Investors shall be limited to no more than two Demand Registration Requests on Form S-1 or any similar long-form registration statement (provided that delivery of a written notice pursuant to Section 3.1.3 shall not constitute a Demand Registration Request), and each such demand shall be required to be soldin respect of at least $50 million in anticipated aggregate net proceeds from all shares sold pursuant to such registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise); provided, that a Demand Registration shall not be counted for purposes of the intended method number of disposition thereof Demand Registration Requests made by the Demanding Holder that had submitted such Demand Registration Request unless and until the Demand Registration has become effective and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as Demanding Holders are necessary or appropriate able to prepare for the registration register and sell at least 90% of the Registrable Securities requested to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include included in such registration all Registrable Securities held by a Designated Holder from whom registration. (b) Each Demand Registration Request shall specify (x) the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number aggregate amount of Registrable Securities to be registered, and (y) the intended method or methods of disposition thereof and thereof. (c) Upon receipt of the jurisdictions in which registration is desired. Subject to Section 3(d)Demand Registration Request, the Company shall be entitled to include as promptly as reasonably practicable file a Registration Statement (a “Demand Registration Statement”), as specified in any registration statement and offering made pursuant to a the Demand Registration Request for such Demand Registration, authorized but unissued shares relating to such Demand Registration. The Company shall use its reasonable best efforts to cause such Demand Registration Statement to be declared effective under the Securities Act within 60 days after receipt of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsRequest; provided that in the event that the SEC notifies the Company that it will not review a Demand Registration Statement, the Company shall cause such Demand Registration Statement to become effective no later than five Business Days after receiving such notification.

Request for Demand Registration. Subject (i) Following the occurrence of the IPO, subject to Section 3(f) below‎3.4, at any time after 6 months from the date of the consummation of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") Holder shall have the right right, for itself or together with one or more other Holders, to make one a written request in writing that from time to time (a “Demand Registration Request”) to the Company register for Registration of all or part of the Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated held by such holder or holders Holder (each such registration under this Section 3(aa “Demand Registration”). (ii) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof Request shall specify (x) the aggregate amount of the Registrable Securities proposed to be soldregistered, (y) the intended method or methods of disposition thereof and (z) whether the jurisdictions in which registration Demand Registration Request is desired. Upon for an Underwritten Offering or a request Shelf Registration (a “Shelf Registration Request”). (iii) If a Demand Registration Request is for a Demand Shelf Registration, and the Company is eligible to file a Registration Statement on Form S-3, the Company shall promptly take file with the SEC a Shelf Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Holders from time to time in accordance with the methods of distribution elected by such steps Holders, subject to all applicable provisions of this Agreement. (iv) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form S-3, the Company shall promptly file with the SEC a Shelf Registration Statement on Form S-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as are necessary or the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Holders from time to time in accordance with the methods of distribution elected by such Holders. (v) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to prepare for the registration do so) include an unspecified amount of the Registrable Securities to be registered. Within fifteen (15) days after sold by unspecified Holders; if on the receipt date of such request, the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number aggregate amount of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f(i) below(x) Any of the Greenspring Qualified Holders, at any time after 6 months from following the first anniversary of the closing date of the consummation of an Initial Public OfferingGreenspring Transaction Agreement, each of the Designated Holders and (y) any Qualified Holder, other than the Individual Investors whoGreenspring Qualified Holders, for purposes following the first anniversary of this Section 3the closing date of the IPO, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right right, for itself or together with one or more other Holders, to make one a written request in writing that from time to time (a “Demand Registration Request”) to the Company register for Registration of all or part of the Registrable Securities under held by that Qualified Holder (a “Demand Registration”); provided that, unless approved by the ActBoard of Directors in its sole discretion, and under any Person who is a Qualified Holder solely by virtue of clause (f) of the securities or blue sky laws definition of any jurisdiction designated by such holder or holders (each such registration under Qualified Holder may not make demand for an Underwritten Offering pursuant to either this Section 3(a3.1(a) that satisfies the requirements set forth in or Section 3(b3.2 below. (ii) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof Request shall specify (x) the aggregate amount of the Registrable Securities proposed to be soldregistered, (y) the intended method or methods of disposition thereof thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) If a Demand Registration Request is for a Shelf Registration, and the jurisdictions in which registration Company is desired. Upon eligible to file a request for a Demand RegistrationRegistration Statement on Form S-3, the Company shall promptly take file with the SEC a shelf Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Qualified Holders from time to time in accordance with the methods of distribution elected by such steps Qualified Holders, subject to all applicable provisions of this Agreement. (iv) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form S-3, the Company shall promptly file with the SEC a Shelf Registration Statement on Form S-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as are necessary or the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Qualified Holders from time to time in accordance with the methods of distribution elected by such Qualified Holders. (v) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to prepare for the registration do so) include an unspecified amount of the Registrable Securities to be registered. Within fifteen (15) days after sold by unspecified Holders; if on the receipt date of such request, the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number aggregate amount of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 months from following the date Closing Date (A) Polaris on behalf of the consummation of an Initial Public OfferingPolaris Holders (in such capacity, each the “Polaris Requesting Holder”), and (B) Meteor on behalf of the Designated Meteor Holders (other than in such capacity the Individual Investors who“Meteor Requesting Holder”, for purposes of this Section 3and together with the Polaris Requesting Holder, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER"“Requesting Holders”) shall have the right to make one a written request in writing that from time to time (a “Demand Registration Request”) to the Company register for Registration of all or part of the Registrable Securities under held by such Holders (such Holders being deemed for purposes of this Article II to hold Registerable Securities issuable (or with the Actpassage of time will be so issuable) upon exercise, conversion or exchange of any security that is exercisable for, convertible into or exchangeable for, as of any applicable date of determination, Registrable Securities without payment to the Company of any additional cash consideration, and under including all Common Shares issuable (or that with the securities or blue sky laws passage of any jurisdiction designated by such holder or holders (each such registration under this Section 3(atime will be issuable) that satisfies in exchange for the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"Exchangeable Units); PROVIDEDprovided, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company shall not be required to effect more than three two Demand RegistrationsRegistration Requests initially delivered by the Polaris Requesting Holder or two Demand Registration Requests initially delivered by the Meteor Requesting Holder pursuant to this Section 2.1. Each request for Any such Registration pursuant to a Demand Registration by an Initiating Holder in respect thereof Request or the Automatic Demand Registration (as defined below) shall hereinafter be referred to as a “Demand Registration.” Each Demand Registration Request shall specify (A) the aggregate amount of the Registrable Securities proposed held by applicable Holders to be soldregistered, (B) the intended method or methods of disposition thereof thereof, including whether it is intended to be an Underwritten Public Offering and (C) the jurisdictions jurisdiction(s) in which registration the Registration is desiredto take place. Upon receipt of a request for a Demand Registration Request and, subject to Section 2.1(a)(ii), in connection with the Automatic Demand Registration, the Company shall as promptly take as practicable: (y) file a Registration Statement or Canadian Prospectus (a “Demand Registration Statement”) relating to such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares and use its reasonable best efforts to cause such Demand Registration Statement to be promptly filed, declared effective under, and obtain issuance receipts with respect to, as may be reasonably requested by any Holder whose securities are to be included in such sale under: (A) the Securities Act and (B) the applicable Canadian Securities Authorities; and/or (z) file a Canadian Preliminary Prospectus (a “Demand Canadian Preliminary Prospectus”) and a Canadian Prospectus (a “Demand Canadian Prospectus”) relating to such Demand Registration, with the applicable Canadian Securities Authorities and use its reasonable best efforts to secure the issuance of Common Stocka receipt therefor, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangementsincluding, if anynecessary or useful, entered into by in reliance upon the Initiating Holder exercising the Demand Registration rightspost-receipt pricing procedures under National Instrument 44-103 Post-Receipt Pricing.

Request for Demand Registration. Subject (i) Following the Listing, subject to Section 3(f) below3.4, at any time after 6 months from the date of the consummation of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") Holder shall have the right right, for itself or together with one or more other Holders, to make one a written request in writing that from time to time (a “Demand Registration Request”) to the Company register for Registration of all or part of the Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated held by such holder or holders Holder (each such registration under this Section 3(aa “Demand Registration”). (ii) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof Request shall specify (x) the aggregate amount of the Registrable Securities proposed to be soldregistered, (y) the intended method or methods of disposition thereof and (z) whether the jurisdictions Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the SEC a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in which registration the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is desired. Upon a request for a Demand Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly take file with the SEC a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Holders from time to time in accordance with the methods of distribution elected by such steps Holders, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the SEC a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as are necessary or the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Holders from time to time in accordance with the methods of distribution elected by such Holders. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to prepare for the registration do so) include an unspecified amount of the Registrable Securities to be registered. Within fifteen (15) days after sold by unspecified Holders; if on the receipt date of such request, the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number aggregate amount of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f(i) below, at any time after 6 months from Following the first anniversary of the Closing date of the consummation of an Initial Public OfferingIPO, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") Qualified Holder shall have the right right, for itself or together with one or more other Qualified Holders, to make one a written request in writing that from time to time (a “Demand Registration Request”) to the Company register Corporation for Registration of all or part of the Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated held by such holder or holders that Qualified Holder (each such registration under this Section 3(aa “Demand Registration”). (ii) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof Request shall specify (x) the aggregate amount of the Registrable Securities proposed to be soldregistered, (y) the intended method or methods of disposition thereof thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) If a Demand Registration Request is for a Shelf Registration, and the jurisdictions Corporation is eligible to file a Registration Statement on Form S-3, the Corporation shall promptly file with the SEC a Shelf Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the Holders from time to time in which registration accordance with the methods of distribution elected by the Qualified Holders Beneficially Owning a majority of Registrable Securities participating in the Registration, subject to all applicable provisions of this Agreement. (iv) If the Demand Registration Request is desired. Upon a request for a Demand RegistrationShelf Registration and the Corporation is not eligible to file a Registration Statement on Form S-3, the Company Corporation shall promptly take file with the SEC a Shelf Registration Statement on Form S-1 or any other form that the Corporation is then permitted to use pursuant to Rule 415 under the Securities Act (or such steps other Registration Statement as are necessary or the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Qualified Holders Beneficially Owning a majority of Registrable Securities participating in the Registration. (v) If on the date of the Shelf Registration Request the Corporation is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to prepare for the registration do so) include an unspecified amount of the Registrable Securities to be registeredsold by unspecified Holders. Within fifteen (15) days after If on the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing date of the registration statement. Each such request will also Shelf Registration Request the Corporation is not a WKSI, then the Shelf Registration Request shall specify the number aggregate amount of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f) below6(a), at any time from and after 6 months from the date of the consummation of an Initial Public OfferingDemand Registration Date, each of the Designated Holders (other than Centerbridge Parties, the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is P▇▇▇▇▇▇ Parties and the Initiating Holder) (each an "INITIATING HOLDER") Blackstone Parties shall have the right to make one a written request to the Company (each requesting Holder, a “Demand Initiating Holder”) to register, and the Company shall register in writing accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act on Form S-1 or any similar long-form registration (a “Demand Registration”); provided, however, that the Company register shall not be obligated to effect: (i) more than two Demand Registrations in the case of each of the Centerbridge Holders, the P▇▇▇▇▇▇ Holders and the Blackstone Holders, (ii) a Demand Registration if the aggregate offering price of the Registrable Securities under the Act, to be sold in such offering (including piggyback shares and under the securities or blue sky laws before deduction of any jurisdiction designated by such holder underwriting discounts or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(bcommissions) is referred not reasonably expected to herein as be at least $200 million, or (iii) during the pendency of an MNPI Reason Suspension Period or a "DEMAND REGISTRATION"); PROVIDEDValid Business Reason Suspension Period. For purposes of the preceding sentence, HOWEVER, that the Management Stockholders shall only be entitled two or more Registration Statements filed in response to one demand right request for a Demand Registration shall be counted as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three one Demand RegistrationsRegistration. Each request for a Demand Registration by an the Demand Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. Upon a request for a Demand RegistrationIn addition, the Company shall promptly take such steps as are necessary or appropriate not be obligated to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) effect any Demand Registration within 180 days after the receipt effective date of such requesta previous Demand Registration or other previous registration in which the Holders of Registrable Securities were given piggyback rights pursuant to Section 3(d). In addition, the Company shall give written notice thereof not be obligated to all other Designated Holders and include in such effect any Demand Registration (or any registration all Registrable Securities held by a Designated Holder from whom effected pursuant to Section 3(b) or Section 5(a)) during the Company has received a written request for inclusion therein at least ten (10) period starting with the date that is 60 days prior to the filing Company’s board of directors’ good faith estimate of the date of filing of, and ending on the date that is 90 days after the effective date of, a Company-initiated registration statement. Each , provided that the Company is actively employing in good faith reasonable best efforts to cause such request will also specify the number of Registrable Securities registration to be registered, the intended method of disposition thereof become effective and the jurisdictions in which registration is desired. Subject to Company has complied with the requirements of Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights4.

Request for Demand Registration. Subject to Section 3(f(i) below, at any time after 6 months from Upon the date occurrence of the consummation of an Initial Public Offering, each Trigger Event arising as a result of the Designated Holders (other than the Individual Investors whoCompany's determination to participate in an IPO, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities shall give the Holders prompt notice thereof. In addition, upon the occurrence of the Trigger Event, any of the Holders may give to the Company, pursuant to this subparagraph (i), a written request for the registration by the Company under the Act, and under the securities Securities Act of all or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount part of the Registrable Securities proposed to be soldof such Holders (such registration being herein called a "Demand Registration"). Within ten (10) days after the receipt by the Company of any such written request, the intended method Company will give written notice of disposition thereof and such registration request to all Holders of Registrable Securities. (ii) Subject to the jurisdictions limitations contained in which registration is desired. Upon a the following paragraphs of this Section 2, after the receipt of such written request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration all Registrable Securities with respect to which the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration receive from Holders of the Registrable Securities to be registered. Within fifteen Securities, within thirty (1530) days after the receipt of such request, date on which the Company shall give have given to all Holders a written notice thereof of registration request pursuant to all other Designated Section 2(a)(i) hereof, the written requests of such Holders and include for inclusion in such Demand Registration, and (B) the Company will use its best efforts in good faith to effect promptly the registration of all such Registrable Securities. All written requests made by Holders of Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten pursuant to this subparagraph (10ii) days prior to the filing of the registration statement. Each such request will also specify the number of shares of Registrable Securities to be registered, registered and will also specify the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsthereof.

Request for Demand Registration. Subject (a) A Majority of Designated Holders (the "Initiating Holders") may each make a written request to Section 3(fthe Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) below(a "Demand Registration"), the number of Registrable Securities stated in such request; provided, however, that (1) the Company shall not be obligated to effect more than two (2) such Demand Registrations and (2) the Company shall not be obligated to proceed with a Demand Registration at any time prior to October 1, 2002. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that, except as otherwise provided herein, any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration with respect to such Initiating Holder unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement, in which case such Demand Registration shall not be so counted. (b) Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within (1) six (6) months after 6 the effectiveness of any Registration Statement pursuant to a Demand Registration hereunder or (2) within (x) six (6) months from after the effectiveness of any Registration Statement pursuant to a "demand registration" under the Existing Registration Rights Agreement or the Second Rights Agreement, in each case to the extent such demand registrations are provided for on the date of the consummation Purchase Agreement or under any other existing or future Common Stock registration rights agreements granted in favor of an Initial Public the New Private Equity Holders or any Registration Statement for any Company Offering, each if such demand registration becomes effective on or prior to the second anniversary of the Designated Holders date hereof, or (y) 90 days after the effectiveness of any such Registration Statement referred to in the preceding clause (x) , if such demand registration becomes effective after the second anniversary of the date hereof. The Company shall not be obliged to include more than (1) 10 million shares in a Registration Statement declared effective on or prior to the second anniversary of the date hereof or (2) 20 million shares in the case of a Registration Statement declared effective after the second anniversary of the date hereof but on or prior to the fourth anniversary of the date hereof (in each case, as such numbers are equitably adjusted for stock splits, stock combinations and similar events occurring after the date hereof) of Common Stock in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement, the Existing Registration Rights Agreement, the Second Rights Agreement or any other existing or future Common Stock registration rights agreements granted in favor of the New Private Equity Holders. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its Subsidiaries which is material to the Company (a "Valid Business Reason"), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than 105 days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Individual Investors whoValid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. For the purposes of certainty, the parties acknowledge that in the event a Registration Statement is so withdrawn, it shall not count as having been a Demand Registration for purposes of this Section 3, the limit on the number of Demand Registrations set forth above. The Company shall be deemed give written notice of its determination to be part postpone or withdraw a Registration Statement and of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company register Registrable Securities under the Act, and under the securities may not postpone or blue sky laws of any jurisdiction designated by such holder or holders (each such registration withdraw a filing under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect 3.1 for more than three Demand Registrations105 days once in any twelve (12) month period. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the amount number of the Registrable Securities proposed to be sold, sold and 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsthereof.

Request for Demand Registration. Subject to Section 3(f(a) belowFollowing the Effective Date, at any time after 6 months from the date of the consummation of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") TPG Investor shall have the right to make one a written request in writing that from time to time (a “Demand Registration Request”) to the Company register Registrable Securities under the Act, and under the securities for Registration of all or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount part of the Registrable Securities proposed held by the TPG Investor. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” Each such demand shall be required to be soldin respect of at least $100 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the participating Holders, 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 case such steps as are necessary or appropriate to prepare for the registration demand may only be made in respect of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by such Holders; provided that a Designated Holder from whom Demand Registration shall not be counted for purposes of the Company limitation set forth in Section 3.1.2 or Section 3.2.5(c) unless and until the Demand Registration has received a written request for inclusion therein become effective and the TPG Investor registers and sells at least ten (10) days prior to the filing 75% of the registration statement. Registrable Securities requested to be included in such Registration. (b) Each such request will also Demand Registration Request shall specify (i) the number aggregate amount of Registrable Securities to be registered, registered and (ii) the intended method or methods of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d)thereof. (c) Upon receipt of a Demand Registration Request, the Company shall be entitled as promptly as practicable file a Registration Statement (a “Demand Registration Statement”) relating to include in any registration statement and offering made pursuant to a such Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that and use its commercially reasonable efforts to cause such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsStatement to be promptly declared effective under the Securities Act.

Request for Demand Registration. Subject to the provisions of subsection 2.1.7 and Section 3(f) below2.3, at any time and from time to time on or after 6 months from the Effective Date, if (a) the Shelf Registration Statement is not declared effective by the Commission on or prior to the date that is 180 days after the Effective Date or (b) at any time during the Shelf Registration Statement Effective Period, the Shelf Registration Statement is not available to the Holders (except for any unavailability resulting from information supplied by or on behalf of a Holder for use in the Shelf Registration Statement being incorrect or incomplete), any Demand Right Holder may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). Any such Demand Registration may (but shall not be required to be), at the election of the consummation of an Initial Public OfferingDemanding Holder, each be a shelf registration pursuant to Rule 415 (or any successor rule promulgated thereafter by the Commission). The Company shall, within 10 days of the Designated Company’s receipt of the Demand Registration, notify, in writing, all other Demand Right Holders (other than of Registrable Securities of such demand, and each such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(aHolder, a “Demand Registration Requesting Holder”) that satisfies shall so notify the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoingCompany, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount of the Registrable Securities proposed to be soldwriting, 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 (15) within five days after the receipt by such Holder of such request, the notice from the Company. Upon receipt by the Company of any such written notification from a Demand Registration Requesting Holder to the Company, such Holder shall give written notice thereof be entitled, subject to all other Designated Holders subsection 2.1.7 and include in such registration all Section 2.3 hereof, to have their Registrable Securities held by included in a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made Registration Statement pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held and the Company shall file a Registration Statement relating thereto within 30 days after receipt by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsand shall cause such Registration Statement to become effective as soon thereafter as reasonably practicable, providing for the Registration of all Registrable Securities requested by the Demanding Holders and Demand Registration Requesting Holders pursuant to such Demand Registration. The number of Registrations pursuant to a Demand Registration that the Demand Right Holders may initiate pursuant to the first sentence of this subsection 2.1.4 shall be limited, (i) in the case of JFL, to a total of eight (8) (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by JFL pursuant to subsection 2.1.3) and, (ii) in the case of each of the PIPE Demanding Holders or the Pre-IPO Demanding Holders, to one (1) per each of the PIPE Demanding Holders or Pre-IPO Demanding Holder (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by any such Demand Right Holders pursuant to subsection 2.1.3); provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Demand Registration. Subject At any time, and from time to Section 3(ftime, the Initiating Holders may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor form thereto), in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) belowmore than three such Demand Registrations, (ii) a Demand Registration if the Initiating Holders propose to sell Registrable Securities in such Demand Registration at any time after 6 months from an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date on which the Company receives the written request for such Demand Registration) to the public of less than $20,000,000 unless such Demand Registration includes all of the consummation then-outstanding Registrable Securities, (iii) any such Demand Registration commencing prior to the time permitted under any applicable Lock-up Agreement of an Initial Public Offeringthe Designated Stockholders, as such Lock-up Agreement may be amended or waived, or (iv) any such Demand Registration within ninety (90) days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto); provided, further, however, that notwithstanding the foregoing, each of FTV and the Designated Management Stockholders may not exercise its right to act an Initiating Holder pursuant to clause (b) of the definition thereof (i) more than once or (ii) if such holder does not own at least 7.5% of the Company’s outstanding Common Stock as of the date such holder seeks to exercise such right. In addition, if the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than forty-five (45) days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company, upon the approval of a majority of the Board of Directors, may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than forty-five (45) days have passed since such postponement, the Initiating Holders may request the prompt amendment or supplement of such Registration Statement or request a new Demand Registration (other than the Individual Investors who, which request shall not be counted as an additional Demand Registration for purposes of this Section 3, clause (i) above)). The Company shall be deemed give written notice to be part all Designated Stockholders of any Demand its determination to postpone a Registration in which Whitney is Statement and of the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration may not postpone a filing under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred due to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect Valid Business Reason more than three Demand Registrationsonce in any six (6) month period. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, sold and 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsthereof.

Request for Demand Registration. Subject (a) At any time after the date of this Agreement, a Stockholder may make a written request to Section 3(fthe Issuer to register, and the Issuer shall register, on the appropriate form, under the Securities Act, the number of Registrable Securities stated in such request (a "Demand Registration"); provided, however, that the Issuer shall not be obligated to effect (i) belowmore than one such Demand Registration in any period of 270 days, (ii) more than five such Demand Registrations in addition to the Initial Demand Registration, if any, (iii) any Demand Registration with respect to a sale of Registrable Securities for aggregate consideration (based on the Market Price of such Registrable Securities on the date of such written request for Demand Registration) for all Stockholders of less than $250,000,000 (unless such request is with respect to all remaining Registrable Securities beneficially owned by the Stockholders making such request) or (iv) any Demand Registration at any time after 6 months from that the date Covered Transaction Proceeds exceeds the Covered Transaction Proceeds Limit. For purposes of the consummation of an Initial Public Offeringpreceding sentence, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand two or more Registration Statements filed in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled response to one demand right shall be counted as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three one Demand Registrations. Registration. (b) Each request for a Demand Registration by an Initiating Holder in respect thereof Stockholders shall specify identify the Stockholders making such request and the amount of the Registrable Securities proposed to be sold, sold by each and the intended method of disposition thereof and thereof. (c) On up to two occasions during the jurisdictions term of this Agreement, the Majority Stockholders may revoke any Demand Registration prior to the effective date of the Registration Statement relating to such Demand Registration, and, if the Stockholders have promptly reimbursed the Issuer for all Registration Expenses arising from, in which registration is desiredconnection with or relating to, such revoked Demand Registration, such revoked Demand Registration shall not count as a Demand Registration for purposes of Section 4.1(a). Upon a request for the revocation of 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion Issuer shall be permitted only to withdraw 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 Holder exercising the Demand related Registration rightsStatement.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 months from the date IPO Effectiveness Date, one or more of the consummation of an Initial Public OfferingGeneral Atlantic Stockholders as a group, each of acting through GAP LLC or its written designee (the Designated Holders "INITIATING HOLDER(S)"), may make a written request to the Company to register, under the Securities Act (other than the Individual Investors who, for purposes of this Section 3, shall be deemed pursuant to be part of a registration statement on Form S-4 or S-8 or any Demand Registration in which Whitney is the Initiating Holdersuccessor thereto) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or "blue sky sky" laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Management Stockholders Company shall only not be entitled obligated to effect more than one demand right as (1) Demand Registration pursuant to this Section 3. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) days of the time of such request, a group. Notwithstanding the foregoingregistered public offering or is engaged in any other activity which, in no event shall the good faith determination of the Board of Directors of the Company, would be materially adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of (i) one hundred eighty (180) days from the effective date of such offering or (ii) ninety (90) days from the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect more than three Demand Registrationsany registration within sixty (60) days after the effective date of any other Registration Statement of the Company. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holder(s) shall specify state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 3(f2, the holders of fifty-one (51%) below, percent or more of the Restricted Securities may at any time after 6 months from give to the date of the consummation of an Initial Public OfferingCompany, each of the Designated Holders pursuant to this clause (other than the Individual Investors whoi), for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each written request for a Demand Registration of Restricted Securities. Within 10 days after the receipt by an Initiating Holder the Company of any such written request, the Company will give written notice of such registration request to all Stockholders. (ii) Subject to the limitations contained in the following paragraphs of this Section 2, after the receipt of such written request for a Demand Registration: (A) the Company will be obligated and required to include in such Demand Registration all Restricted Securities with respect thereof to which the Company shall receive from Stockholders, within 30 days (the "Inclusion Period") after the date on which the Company shall have given to all Stockholders a written notice of registration request pursuant to Section 2(a)(i) hereof, the written requests of such Stockholders for inclusion of their respective shares of Restricted Securities in such Demand Registration, and (B) the Company will use its reasonable best efforts in good faith to effect promptly (but in no event later than ninety-five (95) days from the end of the Inclusion Period, provided, however, that such ninety-five (95) day period shall be extended for up to sixty (60) additional days in the event of a material development that shall hinder the Company from effecting such registration) the registration of all such Restricted Securities; provided, that, the Company shall not be obligated to cause the effectiveness of a Demand Registration of any convertible Restricted Securities unless and until such convertible Restricted Securities included in a Demand Registration shall have been converted into Common Stock of the Company prior to or simultaneously with the effectiveness of a Demand Registration; and provided, further, that each Stockholder shall be entitled to convert any Common Stock so converted back into convertible Restricted Securities in the event such Demand Registration is not declared effective. All written requests made by Stockholders pursuant to this clause (ii) will specify the amount number of the Registrable shares of Restricted Securities proposed to be sold, registered and will also specify the intended method of disposition thereof and thereof. Such method of disposition shall, in any case, be an underwritten offering if an underwritten offering is requested by holders of 51% or more of the jurisdictions Restricted Securities to be included in which registration is desired. Upon a request for a such Demand Registration. (iii) Any Stockholder shall be permitted to withdraw all or any part of the Restricted Securities of such Stockholder from any Demand Registration at any time prior to the effective date of such Demand Registration, but in the Company case of an underwritten public offering, only if such Stockholder is permitted to do so by the managing underwriters or pursuant to any agreement therewith. Upon such withdrawal, subject to Section 2(b)(ii), such Restricted Securities shall promptly take such steps count as are necessary or appropriate to prepare being part of a Demand Registration for purposes of Section 7(a) hereof unless the registration withdrawing Stockholder bears one-half of its pro rata share of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of costs associated with such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f(a) below, at any time after 6 months from Following the date of the consummation of an Initial Public OfferingEffective Date, each of the Designated Holders (other than Intel Investor, the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is TPG Investor and the Initiating Holder) (each an "INITIATING HOLDER") TB Investor shall have the right to make one a written request in writing that from time to time (a “Demand Registration Request”) to the Company register Registrable Securities under the Act, and under the securities for Registration of all or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount part of the Registrable Securities proposed held by such Holder. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.” Each such demand shall be required to be soldin respect of at least $100 million in anticipated aggregate net proceeds from all shares sold pursuant to such registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the participating Holders, 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 case such steps as are necessary or appropriate to prepare for the registration demand may only be made in respect of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by such Holders; provided, that a Designated Holder from whom Demand Registration shall not be counted for purposes of the Company limitation set forth in Section 3.1.2 or Section 3.2.5(c) unless and until the Demand Registration has received a written request for inclusion therein become effective and the Demanding Holders are able to register and sell at least ten (10) days prior to the filing 75% of the registration statement. Registrable Securities requested to be included in such registration. (b) Each such request will also Demand Registration Request shall specify (x) the number aggregate amount of Registrable Securities to be registered, registered and (y) the intended method or methods of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d)thereof. (c) Upon receipt of a Demand Registration Request, the Company shall be entitled as promptly as practicable file a Registration Statement (a “Demand Registration Statement”) relating to include in any registration statement and offering made pursuant to a such Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that and use its commercially reasonable efforts to cause such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsStatement to be promptly declared effective under the Securities Act.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 months commencing (i) ------------------------------- two (2) years from the date Closing and terminating seven (7) years from the Closing and (ii) after the Company has qualified for registration of the consummation of an Initial Public OfferingRegistrable Securities on Form S-3 or any comparable or successor form or forms, each of the Designated Holders may make a written request for registration (other than the Individual Investors who, for purposes of this Section 3, shall be such Holders making such request being deemed to be part of any Demand Registration in which Whitney is the "Initiating Holder) (each an "INITIATING HOLDERHolders") shall have the right to make one request in writing that the Company register of Registrable Securities under the 1933 Act, and under the securities or blue sky laws of any jurisdiction reasonably designated by such holder Holder or holders Holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATIONDemand Registration"); PROVIDEDprovided, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company will not be required to effect more than three two (2) Demand RegistrationsRegistrations at the request of the Holders pursuant to this Section 7.3. Each Such request for a Demand Registration by an Initiating Holder in respect thereof 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 (15) 15 days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders holding Registrable Securities (the "Non-Initiating Holders") and include in such registration all Registrable Securities held by a Designated Holder from whom with respect to which the Company has received a written request requests for inclusion therein at least ten (10) within 15 days prior to the filing of the registration statementreceipt by such Holder of such written notice. Each such request will also shall specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 18 months from the date of the consummation Effective Date (as defined in the Merger Agreement), the Designated Holders holding more than 50% of an Initial Public Offering, each the Registrable Securities held by all of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDERHOLDERS") shall have may request the right to make one request in writing that the Company register registration of Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall (i) the Company will not be required to effect more than three a Demand RegistrationsRegistration within the period beginning on the effective date of a registration statement filed by the Company on its behalf and ending on the expiration of any lock-up period reasonably required by the underwriters, if any, in connection therewith. Each such request for a Demand Registration by an the Initiating Holder Holders in respect thereof 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders holding Registrable Securities and include in such registration all Registrable Securities held by a Designated Holder holding Registrable Securities from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject The Company, subject to Section Sections 3(d) and 3(e), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated HoldersHolders holding Registrable Securities; PROVIDED, provided that such inclusion shall be permitted only to 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 Holder Holders exercising the Demand Registration rights.

Request for Demand Registration. Subject to the limitations set forth in the following paragraphs of this Section 3(f6.2: (i) below, The Holders of either (A) not less than a majority of all of the Heritage Shares at any time after 6 months from the date of the consummation of an Initial Public Offering, each of the Designated Holders outstanding or (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating HolderB) at least twenty percent (20%) (each an "INITIATING HOLDER"on a Fully Diluted Basis) shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount of the Registrable Securities proposed outstanding on the date hereof, as adjusted from time to be soldtime for splits, combinations and other recapitalizations (in either such case, the intended method "Demanding Holders"), may at --------- ------- any time give to Holding a written request for the registration (a "Demand ------ Registration") by Holding under the Securities Act of disposition thereof and all or any part of the jurisdictions in which registration is desired------------ Registrable Securities held by such Demanding Holders. Upon Within five business days after the receipt by Holding of any such written request, Holding shall give written notice of such request to all Holders of Registrable Securities. (ii) After the receipt of a written request for a Demand Registration, the Company (A) Holding shall promptly take be obligated to include in such steps as are necessary or appropriate to prepare for the registration Demand Registration all of the Registrable Securities with respect to be registered. Within fifteen (15) which Holding shall receive the written requests of the Holders thereof for inclusion in such Demand Registration, within 20 days after the receipt of such request, the Company date on which Holding shall give have given to all Holders a written notice thereof of registration request pursuant to Section 6.2(a)(i) of this Agreement, and (B) Holding shall use its best efforts in good faith to effect promptly the registration of all other Designated such Registrable Securities. All written requests made by Holders and include in such registration all of Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10pursuant to this Section 6.2(a)(ii) days prior to the filing of the registration statement. Each such request will also shall specify the number of Registrable Securities to be registered, registered and shall also specify the intended method of disposition thereof and the jurisdictions thereof. Such method of disposition shall, in which registration is desired. Subject to Section 3(d)any case, be an underwritten offering unless Holding, the Company Majority Heritage Holders or, if different, the Majority Demanding Holders mutually consent otherwise, neither of which consents shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares unreasonably withheld or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsdelayed.

Request for Demand Registration. Subject to Section 3(f(i) below, at At any time after 6 months and from the date time to time, any of the consummation of an Initial Public OfferingHolders (the “Initiating Holders”) may make a written request to the Company to register, each of and the Designated Holders Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8, or with respect to shares issued in an acquisition or any debt securities), in accordance with the Individual Investors who, for purposes terms of this Section 3Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be deemed obligated to be part effect (i) more than five (5) such Demand Registrations, (ii) a Demand Registration if the Initiating Holders propose to sell Registrable Securities in such Demand Registration at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date on which the Company receives the written request for such Demand Registration) to the public of less than $10,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities or is a Shelf Registration (as defined below) or (iii) any such Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any Demand other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8, or with respect to shares issued in which Whitney is the an acquisition or any debt securities). (ii) The Initiating Holder) (each an "INITIATING HOLDER") Holders shall have the right in any Demand Registration to make one request registration under the Securities Act of all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration”). After the effectiveness of any Registration Statement relating to a Shelf Registration (a “Shelf Registration Statement”), the Initiating Holder may request in writing that the Company register file one or more prospectus supplements or post-effective amendments to a Shelf Registration Statement to effect an offering of Registrable Securities registered under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders Shelf Registration Statement (each such registration under this Section 3(aa “Shelf Takedown”). (iii) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration or Shelf Takedown by an the Initiating Holder in respect thereof Holders shall specify state the type and amount of the Registrable Securities proposed to be sold, offered and the intended method of disposition thereof and thereof. (iv) Notwithstanding anything in this Agreement to the jurisdictions contrary, unless (x) a determination shall have been made in which accordance with the Plan that the Company shall continue to be a reporting issuer under the Exchange Act, (y) the Company shall have registered for sale under an effective registration is desired. Upon a request for a Demand Registrationstatement shares of Common Stock or (z) after January 1, 2020, the Company shall promptly take have filed a registration statement for its Common Stock under the Exchange Act and such steps as are necessary or appropriate to prepare for registration statement shall have become effective, no demand rights may be exercised under this Section 2(a) except with the registration consent of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing holders of the registration statement. Each such request will also specify the number Required Percentage of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsSecurities.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 months from the date hereof, the Buyers, their successors-in-interest or their affiliates may, or if such Persons no longer hold Registrable Securities, Holders holding at least 25% of the consummation of an Initial Public Offering, each Registrable Securities held by all of the Designated Holders (other than such Person or Persons, the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the "Initiating Holder) (each an "INITIATING HOLDERHolders") shall have may, request the right to make one request in writing that the Company register Registrable Securities registration under the Act, and registration or qualification under the securities or blue sky laws of any jurisdiction designated by such holder Holder or holders Holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATIONDemand Registration"); PROVIDED) of a number of Registrable Securities that together with the number of Registrable Securities requested by other Holders to be included pursuant to this Section 3(a) either (a) represent at least 25% of the Registrable Securities held by the Holders (whether or not a Holder as of the date hereof) as of the date hereof or, HOWEVERif the Merger is consummated, that as of the Management Stockholders shall only be entitled to one demand right Closing Date (as defined in the Merger Agreement) or (b) have an estimated market value at the time of such request (based upon the then market price of a groupshare of Common Stock) of at least $2,000,000. Notwithstanding the foregoing, (i) the Company will not be required to effect a Demand Registration within the period beginning on the effective date of a registration statement filed by the Company on its behalf and ending on the expiration of any lock-up period reasonably required by the underwriters, if any, in connection therewith, and (ii) in no event shall the Company be required to effect more than three two Demand Registrations. For purposes of clause (ii) of the preceding sentence, two or more registrations filed in response to one demand shall be counted as one registration statement. Each such request for a Demand Registration by an the Initiating Holder Holders in respect thereof shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration or qualification 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 (15) 15 days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) 10 days prior to the filing of the registration statement. Each such request will shall also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration or qualification is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other others than the Designated Holders; PROVIDEDprovided, that such inclusion shall be permitted only to 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 Holder Holders exercising the Demand Registration rights.

Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 3(f7.2, the Holders of more than fifty percent (50%) below, of all Registrable Securities at any time after 6 months from outstanding may at any time give to the date of Company, pursuant to this clause (i), a written request for the consummation of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that registration by the Company register Registrable Securities under the Act, and under the securities Securities Act of all or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount part of the Registrable Securities proposed to be soldof such Holders (such registration being herein called a Demand Registration); provided, that, at the intended method time of disposition thereof and the jurisdictions in which registration is desired. Upon a any such written request for a Demand Registration, the aggregate price to the public for all Registrable Securities proposed to be included therein would reasonably be expected to exceed $500,000 (based on the then-current market price). Within 15 days after the receipt by the Company of any such written request, the Company will give written notice of such registration request to all Holders of Registrable Securities. (ii) Subject to the limitations contained in the following paragraphs of this Section 7.2, after the receipt of such written request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration all Registrable Securities with respect to which the Company shall promptly take receive from Holders of Registrable Securities, within 30 days after the date on which the Company shall have given to all Holders a written notice of registration request pursuant to Section 7.2(a)(i) hereof, the written requests of such steps Holders for inclusion in such Demand Registration, and (B) the Company will use its reasonable best efforts in good faith to cause a registration statement to be filed, and to become effective, as are necessary or appropriate expeditiously as reasonably possible. All written requests made by Holders of Registrable Securities pursuant to prepare for this clause (ii) will specify the registration number of shares of Registrable Securities to be registered and will also specify the intended method of disposition thereof. Such method of disposition shall, in any case, be an underwritten offering if an underwritten offering is requested by Holders of not less than fifty percent (50%) of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include included in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 3(f) below9.2, the Holders of 51% or more of all Registrable Securities at any time after 6 months from outstanding may at any time give to the date of Company, pursuant to this clause (i), a written request for the consummation of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that registration by the Company register Registrable Securities under the Act, and under the securities Securities Act of all or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount part of the Registrable Securities proposed to be soldof such Holders (such registration being herein called a "Demand Registration"). Within 10 days after the receipt by the Company of any such written request, the intended method Company will give written notice of disposition thereof and such registration request to all Holders of Registrable Securities. (ii) Subject to the jurisdictions limitations contained in which registration is desired. Upon a the following paragraphs of this Section 9.2, after the receipt of such written request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration all Registrable Securities with respect to which the Company shall receive from Holders of Registrable Securities, within 30 days after the date on which the Company shall have given to all Holders a written notice of registration request pursuant to Section 9.2(a)(i) hereof, the written requests of such Holders for inclusion in such Demand Registration, and (B) the Company will use its best efforts in good faith to effect promptly take such steps as are necessary or appropriate to prepare for the registration of all such Registrable Securities. All written requests made by Holders of Registrable Securities pursuant to this clause (ii) will specify the number of shares of Registrable Securities to be registered and will also specify the intended method of disposition thereof. Such method of disposition shall, in any case, be an underwritten offering if an underwritten offering is requested by Holders of 51% or more of the Registrable Securities to be registered. Within fifteen included in such Demand Registration. (15iii) days after the receipt of such request, the The Company shall give written notice thereof not be required to all other Designated file a registration statement under this Section 9.2(a) unless the Holders requesting such Demand Registration propose to dispose of Registrable Securities having an aggregate anticipated disposition price (before deduction of underwriters commission and include in such registration all Registration Expenses) of at least $5,000,000; provided, however, that if the aggregate number of Registrable Securities held by a Designated Holder from whom such Holders have an aggregate anticipated disposition price of less than $5,000,000, the Company has received a written request for inclusion therein at least ten (10) days prior to the filing Holders of the registration statement. Each such request will also specify the number of Registrable Securities may request registration of such Registrable Securities so long as all Registrable Securities are requested to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject (a) A Majority of the Becker Stockholders (the "Initiating Becker Holders"), and a Major▇▇▇ ▇▇ the Joan Stockholders (the "In▇▇▇▇▇▇ng Joan Holders," each of the Init▇▇▇▇ng Becker Holders and the Initi▇▇▇▇g Joan Holders shall be known as t▇▇ "▇▇itiating Holders," depending ▇▇ which of the Initiating Becker Holders or the Initiating Joan Holders makes the subject de▇▇▇▇), may each make a written re▇▇▇▇t to Section 3(fthe Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) below(a "Demand Registration"), the number of Registrable Securities stated in such request; provided, however, that (1) the Company shall not be obligated to effect (x) more than two (2) such Demand Registrations at the request of Initiating Becker Holders, and (y) more than two (2) such Demand Registration▇ ▇▇ ▇he request of Initiating Joan Holders and (2) the Company shall not be obligated to proceed ▇▇▇h a Demand Registration at any time prior to July 1, 2003. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration with respect to such Initiating Holder unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement, in which case such Demand Registration shall not be so counted. (b) Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after 6 months from the effectiveness of any Registration Statement pursuant to a Demand Registration hereunder or a "demand registration" (whether under the Existing Registration Rights Agreement or any future Common Stock registration rights agreements) or any Registration Statement for any Company Offering. The Company shall not be obliged to include more than 10 million shares (as equitably adjusted for stock splits, stock combinations and similar events occurring after the date hereof) of Common Stock in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement, the Existing Registration Rights Agreement or any future Common Stock registration rights agreements. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "Valid Business Reason"), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than 135 days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the consummation Board of an Initial Public OfferingDirectors may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. For the purposes of certainty, each of the Designated Holders (other than parties acknowledge that in the Individual Investors whoevent a Registration Statement is so withdrawn, it shall not count as having been a Demand Registration for purposes of this Section 3, the limit on the number of Demand Registrations set forth above. The Company shall be deemed give written notice of its determination to be part postpone or withdraw a Registration Statement and of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company register Registrable Securities under the Act, and under the securities may not postpone or blue sky laws of any jurisdiction designated by such holder or holders (each such registration withdraw a filing under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect 3.1 more than three Demand Registrationsonce in any twelve (12) month period. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the amount number of the Registrable Securities proposed to be sold, sold and 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsthereof.

Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 3(f2, (A) below, any Investor Stockholders who collectively hold 50% or more of all Investor Registrable Securities may at any time after 6 months and from time to time pursuant to this subparagraph (i), make a written request for the date registration by the Company under the Securities Act of all or any part of the consummation of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Investor Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders Investor Stockholders (each such registration under this Section 3(abeing herein called a “Demand Registration”) that satisfies and (B) if the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the entire principal amount of the Registrable Convertible Note has been converted into Convertible Note Shares prior to the second anniversary hereof, ▇▇▇▇▇▇▇ may, subject to Section 2(b), make a written request for the registration by the Company under the Securities proposed to be sold, Act of such Convertible Note Shares (such registration being called herein a “Note Share Registration”). Within ten (10) days after the intended method receipt by the Company of disposition thereof and the jurisdictions in which registration is desired. Upon a any such written request for a Demand Registration, the Company shall promptly take will give written notice of such steps as are necessary or appropriate registration request to prepare for all Holders of Registrable Securities. (ii) Subject to the registration limitations contained in the following paragraphs of the Registrable Securities to be registered. Within fifteen (15) days this Section 2, after the receipt of such requestwritten request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration all Registrable Securities with respect to which the Company shall give receive from Holders of Registrable Securities, within thirty (30) days after the date on which the Company shall have given to all Holders a written notice thereof of registration request pursuant to all other Designated Section 2(a)(i) hereof, the written requests of such Holders and include for inclusion in such Demand Registration, and (B) the Company will use its best efforts in good faith to effect promptly the registration of all such Registrable Securities. All written requests made by Holders of Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten pursuant to this subparagraph (10ii) days prior to the filing of the registration statement. Each such request will also specify the number of shares of Registrable Securities to be registered, registered and will also specify the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsthereof.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 twelve months from following the date of IPO Effectiveness Date, the consummation of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed General Atlantic Stockholders may make a written request to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company to register Registrable Securities (such General Atlantic Stockholders making such request being referred to hereinafter as the "Initiating Holders"), under the Act, Securities Act and under the securities or "blue sky sky" laws of any jurisdiction reasonably designated by such holder or holders holders, the number of Registrable Securities, the offer and sale of which shall result in net proceeds (each after expenses and underwriting commissions and discounts) to such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as Initiating Holders of at least $5,000,000 (a "DEMAND REGISTRATIONDemand Registration"); PROVIDED, HOWEVER, that the Management Stockholders . The Company shall only be entitled use its reasonable efforts to one demand right as cause such Demand Registration to become and remain effective not later than three (3) months after it receives a grouprequest for a Demand Registration. Notwithstanding the foregoing, in no event The Company shall the Company not be required to effect more than one (1) Demand Registration at the request of the General Atlantic Stockholders pursuant to this Section 3. Notwithstanding the foregoing, if the amount of Registrable Securities requested by 9 6 the Initiating Holders to be included in a Demand Registration is reduced pursuant to Section 3(d) or 4(a), then a Demand Registration shall not be deemed to have been effected at the request of such Initiating Holders. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within three (3) months of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any Demand RegistrationsRegistration within three (3) months after the effective date of any other Registration Statement of the Company. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. 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 (15) days after Each of the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Initiating Holders; PROVIDED) may, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangementsas limited by Section 4 hereof, if any, entered into by the Initiating Holder exercising the offer its Registrable Securities under any such Demand Registration rightspursuant to this Section 3.

Request for Demand Registration. Subject to Section 3(f) belowSections 3 and 6 of this Agreement, any Eligible Holder or Eligible Holders may, in respect of Registrable Shares held by them, collectively initiate a total of three requests at any time after 6 months 120 days from the date of the consummation of an Initial Public Offering, each any initial public offering of the Designated Holders (other than Shares for the Individual Investors who, for purposes registration or qualification of this Section 3, shall be deemed to be part Registrable Shares in any Eligible Jurisdiction. Each of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration registrations and/or qualifications under this Section 3(a) 2 that satisfies the requirements set forth in Section 3(b) is 3 of this Agreement shall be referred to herein hereof as a "DEMAND REGISTRATIONDemand Registration"); PROVIDEDprovided that a single registration or qualification shall constitute a single Demand Registration for purposes of Section 2(b) of this Agreement, HOWEVER, that the Management Stockholders even if more than one Eligible Holder includes Registrable Shares in such registration or qualification. Each Eligible Holder requesting a Demand Registration shall only be entitled referred to one demand right hereof as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. "Requesting Holder". (a) Each request for a Demand Registration by an Initiating Holder shall be in respect thereof writing and shall specify the amount number of the Registrable Securities Shares proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration and/or qualification is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate provided that only Eligible Jurisdictions may be selected. (b) Subject to prepare for the registration section 6 of the Registrable Securities to be registered. Within fifteen (15) this Agreement, within 10 days after the receipt of such requesta request from a Requesting Holder or group of Requesting Holders, the Company Corporation shall give written notice thereof to all the other Designated Holders and Holders. The Corporation shall include in such registration all and/or qualification any Registrable Securities held by a Designated Shares that any other Holder from whom (an "Electing Holder") requests be included, provided that the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each Corporation receives such request will also specify within 15 days after the number Corporation delivers its notice pursuant to this paragraph (b) of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desiredthis Section. Subject to Section 3(d)4 of this Agreement, the Company Corporation shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock Shares or Shares held by the Company as treasury shares or shares of Common Stock held by stockholders shareholders other than the Designated Holders; PROVIDEDprovided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the any underwriting agreement or arrangements, if any, arrangements entered into by the Initiating Holder exercising Requesting Holder(s) (it being understood that to the extent that any offering made pursuant to a Demand Registration rightsis not an underwritten offering no such inclusion of authorized but unissued Shares or Shares held by shareholders other than the Holders shall be permitted without the consent of the Requesting Holders); and provided further, however, that no Shares held by shareholders other than the Holders shall be entitled to be included unless such shareholders shall agree in writing to pay their expenses referred to in Section 8 of this Agreement. (c) Subject to Section 6 of this Agreement, no later than 45 days after receipt of a request for a Demand Registration, the Corporation shall file with the SEC a registration statement relating to the sale of Registrable Shares by the Holder(s) on Form F-3 if such Form is available, and otherwise on such form as is available to the Corporation or a prospectus with those Canadian jurisdictions designated by the Holder pursuant to this Section and thereafter the Corporation shall use its best efforts (A) to cause the registration statement or prospectus, as the case may be, to become effective or filed in final form as promptly as practicable and to remain effective for the periods specified in Section 3 of this Agreement and (B) to cause such Registrable Shares to be registered or qualified for distribution to the public in accordance with applicable securities laws (including, for greater certainty, applicable blue sky laws of applicable United States jurisdictions) and to remain effective for the periods specified in Section 3 of this Agreement. Notwithstanding anything to the contrary in this Agreement, Requesting Holders may initiate more than three requests for a Demand Registration if the Corporation is able to utilize a short-form registration statement or prospectus, and proposed registrations or qualifications which are, for any reason, not completed shall not be considered to be one of the three requests allocated to each Eligible Holder pursuant to this Section.

Request for Demand Registration. Subject (i) Following the Listing, subject to Section 3(f) below4.4, at any time after 6 months from the date of the consummation of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") Investor Party shall have the right right, for itself or together with one or more other Investor Parties, to make one a written request in writing that from time-to-time (a “Demand Registration Request”) to the Company register for Registration of all or part of the Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated held by such holder or holders Investor Party (each such registration under this Section 3(aa “Demand Registration”). (ii) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof Request shall specify (x) the aggregate amount of the Registrable Securities proposed to be soldregistered, (y) the intended method or methods of disposition thereof and (z) whether the jurisdictions Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in which registration the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is desired. Upon a request for a Demand Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly take file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such steps Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as are necessary or the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to prepare for the registration do so) include an unspecified amount of the Registrable Securities to be registered. Within fifteen (15) days after sold by unspecified Investor Parties; if on the receipt date of such request, the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number aggregate amount of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f) below, at At any time and from time to time on or after 6 months from the date of the consummation of an Initial Public Offeringthis Agreement, each Investors holding a majority-in-interest of the Designated Holders Registrable Securities may make a written demand (other a “Demand Notice”), on no more than the Individual two occasions in any twelve month period for all Investors whocollectively, for purposes registration under the Securities Act of this Section 3, shall be deemed to be all or part of any their Registrable Securities, as the case may be (a “Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"Registration”); PROVIDEDprovided, HOWEVERhowever, that the Management Stockholders shall only be entitled to one that, a demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration may only be made if the sale of the Registrable Securities requested to be registered by such Investors is reasonably expected to result in aggregate gross cash proceeds in excess of $2,500,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2.1.1, the Company shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act as promptly as practicable after the filing thereof (if such Registration Statement is not an Initiating Holder Automatic Shelf Registration Statement); provided, however, that the Company shall be permitted to file a post-effective amendment or prospectus supplement to any effective Shelf Registration Statement in respect thereof lieu of filing a new Registration Statement to the extent the Company determines, and the Investor(s) agree that the Registrable Securities of the Investor(s) may be sold thereunder by such Investor(s) pursuant to their intended plan of distribution. Any Demand Notice shall specify the amount number of the shares of Registrable Securities proposed to be sold, sold and the intended method method(s) of disposition thereof distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the jurisdictions Demand Registration (each such holder including shares of Registrable Securities in which registration is desired. Upon such registration, a request for a Demand Registration, “Demanding Holder”) shall so notify 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 within five (155) days after the receipt by the holder of the notice from the Company. Upon any such request, the Company Demanding Holders shall give written notice thereof be entitled to all other Designated Holders and include in such registration all have their Registrable Securities held by a Designated Holder from whom included in the Company has received a written request for inclusion therein at least ten (10) days prior Demand Registration, subject to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof Section 2.1.4 and the jurisdictions provisos set forth in which registration is desiredSection 3.1.1. Subject With respect to Section 3(d)any particular Registrable Security, the Company shall not be entitled obligated to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares effect more than an aggregate of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the one (1) Demand Registration rightsunder this Section 2.11 in respect of such Registrable Security.

Request for Demand Registration. Subject to Section 3(f) below, at At any time and from time to time on or after 6 months from (i) the date that Parent consummates a Business Combination with respect to the Registrable Securities, the holders of a majority-in-interest of the consummation of an Initial Public OfferingRegistrable Securities, each as the case may be, held by the Holders, officers or directors of the Designated Holders (other Parent or their affiliates, or the transferees of the Holders, may make a written demand, on no more than the Individual Investors whotwo occasions, for purposes registration under the Securities Act of this Section 3, shall be deemed to be all or part of any their Registrable Securities, as the case may be (a “Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"Registration”); PROVIDEDprovided, HOWEVERhowever, that the Management Stockholders Purchaser shall only be entitled obligated to one demand right as effect a group. Notwithstanding the foregoingDemand Registration if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in no event shall the Company be required to effect more than three Demand Registrationsaggregate, $10,000,000. Each request Any demand for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount number of the Registrable Securities proposed to be sold, sold and the intended method method(s) of disposition thereof and the jurisdictions in which registration is desireddistribution thereof. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration Purchaser will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to be registered. Within include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Purchaser within fifteen (15) days after the receipt by the holder of the notice from the Purchaser. Upon any such request, the Company shall give written notice thereof to all other Designated Demanding Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include have their Registrable Securities included in any registration statement and offering made pursuant to a the Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to Section 2.1.4 and the terms provisos set forth in Section 3.1.1. The Purchaser shall not be obligated to effect more than an aggregate of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder exercising the two (2) Demand Registration rightsRegistrations under this Section 2.1.1 in respect of all Registrable Securities.

Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 3(f) below2, any Major Holder may, at any time after 6 months and from time to time give to the date of Company, pursuant to this subparagraph (i), a written request for the consummation of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that registration by the Company register Registrable Securities under the Act, and under the securities Securities Act of all or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount part of the Registrable Securities proposed of such Major Holder (such registration being herein called a "Demand Registration"); provided, that no such Demand Registration shall become effective prior to be soldthe first anniversary of the date hereof. Within ten (10) days after receipt by the Company of any such written request, the intended method Company will give written notice of disposition thereof and such registration request to all Holders of Registrable Securities. (ii) Subject to the jurisdictions limitations contained in which registration is desired. Upon a the following paragraphs of this Section 2, after receipt of such written request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration all Registrable Securities with respect to which the Company shall promptly take such steps as are necessary or appropriate receive from Holders of Registrable Securities, within thirty (30) days after the date on which the Company shall have given to prepare for all Holders written notice of the registration request pursuant to Section 2(a)(i) hereof, the written requests of such Holders for inclusion in such Demand Registration, and (B) the Company will use its reasonable efforts in good faith to effect promptly the registration of all such Registrable Securities; provided, however, that the Company will not be obligated to effect any Demand Registration unless Holders have requested that such Demand Registration include an aggregate number of Registrable Securities at least equal to 20% of the aggregate number of Registrable Securities initially issued to Investor pursuant to the Merger Agreement; and provided, further, that, as and to the extent set forth in Section 8 hereof, the Company shall only bear the Registration Expenses for two Demand Registrations requested by the Holders. All written requests made by Holders of Registrable Securities pursuant to this subparagraph (ii) will specify the number of shares of Registrable Securities to be registered and will also specify the intended method of disposition thereof. Such method of disposition shall, in any case, be an underwritten offering if an underwritten offering is requested by Holders of a majority of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include included in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 six months from following the date of IPO Effectiveness Date, the consummation of an Initial Public OfferingWils▇▇ ▇▇▇ckholders, the General Atlantic Stockholders, the Partners Stockholders, the Alltel Stockholders, the FUCP Stockholders, the BT Stockholders or the Motorola Stockholders may make a written request to the Company to register (each of such Wils▇▇ ▇▇▇ckholders, General Atlantic Stockholders, Partners Stockholders, Alltel Stockholders, FUCP Stockholders, BT Stockholders or Motorola Stockholders making such request being referred to hereinafter as the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the "Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities ), under the Act, Securities Act and under the securities or "blue sky sky" laws of any jurisdiction reasonably designated by such holder or holders holders, the number of Registrable Securities, the offer and sale of which shall result in net proceeds (each after expenses and underwriting commissions and discounts) to such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as Initiating Holder of at least $5,000,000 (a "DEMAND REGISTRATIONDemand Registration"), and the Company shall use its reasonable efforts to cause such Demand Registration to become and remain effective not later than three (3) months after it receives a request for a Demand Registration; PROVIDEDprovided, HOWEVERhowever, that the Management Stockholders Company shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company not be required to effect more than one Demand Registration at the request of the Wils▇▇ ▇▇▇ckholders, two Demand Registrations at the request of the General Atlantic Stockholders, one Demand Registration at the request of the Partners Stockholders, one Demand Registration at the request of the Alltel Stockholders, one Demand Registration at the request of the FUCP Stockholders, one Demand Registration at the request of the BT Stockholders and two demands at the request of the Motorola Stockholders, and provided further that, if (x) the Initiating Holder is a Motorola Stockholder, (y) the Motorola Stockholders' Registrable Securities may not then be sold pursuant to Rule 144 under the Securities Act (whether or not subject to the volume limitations thereof), and (z) the Motorola Stockholders request the registration of all of their Registrable Securities, then the Company shall be required to effect a Demand Registration at the request of the Motorola Stockholders even if the offer and sale of all of the Motorola Stockholders' Registrable Securities shall result in end proceeds to the Motorola Stockholders of less than $5,000,000. For purposes of the preceding sentence, two or more registration statements filed in response to one demand shall be counted as one registration statement. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within three months of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at is option direct that such request be delayed for a reasonable period not in excess of three months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any Demand RegistrationsRegistration within three months after the effective date of any other Registration Statement of the Company. Notwithstanding the foregoing, a Demand Registration may not be initiated by: (i) (x) the Partners Stockholders within 12 months of the effective date of any Registration Statement of the Company in which (1) the Partners Stockholders were offered an opportunity to register Registrable Securities pursuant to Section 3(b) or Section 4 and (2) none of the Registrable Securities requested by the Partners Stockholders for inclusion in such Registration Statement were excluded pursuant to the last sentence of Section 3(e) or Section 4(a), or (y) the Motorola Stockholders within 12 months of the effective date of any Registration Statement of the Company in which (1) the Motorola Stockholders were offered an opportunity to register Registrable Securities pursuant to Section 3(b) or Section 4 and were eligible to participate in such registration, and (2) none of the Registrable Securities requested by the Motorola Stockholders for inclusion in such Registration Statement were excluded pursuant to the last sentence of Section 3(e) or Section 4(a), or (ii) any of the Wils▇▇ ▇▇▇ckholders, the General Atlantic Stockholders, the FUCP Stockholders or the BT Stockholders within 12 months of the effective date of any Registration Statement of the Company (x) filed in response to a request for a Demand Registration pursuant to this Section 3(a) and (y) in which the Designated Holders were offered an opportunity to register Registrable Securities in such Demand Registration pursuant to Section 3(b), or (iii) by the Motorola Stockholders before the second anniversary of this Agreement. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 during the eighteen ------------------------------- (18) month period commencing six (6) months from the date initial Close, subject to extension as provided in Section 6.5 hereof, the Holders holding more than 50% of the consummation of an Initial Public Offering, each Registrable Securities then held by all of the Holders may make a written request for registration (such Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be making such request being deemed to be part of any Demand Registration in which Whitney is the "Initiating Holder) (each an "INITIATING HOLDERHolders") shall have the right to make one request in writing that the Company register of Registrable Securities under the 1933 Act, and under the securities or blue sky laws of any jurisdiction reasonably designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATIONDemand Registration"); PROVIDEDprovided, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company will not be required to effect more than three two (2) Demand RegistrationsRegistrations at the request of the Holders pursuant to this Section 6.3. Each Such request for a Demand Registration by an Initiating Holder in respect thereof 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 (15) 15 days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders holding Registrable Securities (the "Non-Initiating Holders") and include in such registration all Registrable Securities held by a Designated Holder from whom with respect to which the Company has received a written request requests for inclusion therein at least ten (10) within 15 days prior to the filing of the registration statementreceipt by such Designated Holder of such written notice. Each such request will also shall specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject Unless Designated Holders holding the majority of the Registrable Securities to Section 3(dbe included in the Demand Registration consent in writing, no other party, including the Company (but not including any other Designated Holder), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the offer securities under any such Demand Registration rightsRegistration.

Request for Demand Registration. Subject to Section 3(f(i) below, at any time after 6 months from Following the first anniversary of the closing date of the consummation of an Initial Public OfferingIPO, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") Qualified Holder shall have the right right, for itself or together with one or more other Holders, to make one a written request in writing that from time to time (a “Demand Registration Request”) to the Company register for Registration of all or part of the Registrable Securities under held by that Qualified Holder (a “Demand Registration”); provided that, unless approved by the ActBoard of Directors in its sole discretion, and under any Person who is a Qualified Holder solely by virtue of clause (d) of the securities or blue sky laws definition of any jurisdiction designated by such holder or holders (each such registration under Qualified Holder may not make demand for an Underwritten Offering pursuant to either this Section 3(a3.1(a) that satisfies the requirements set forth in or Section 3(b3.2 below. (ii) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof Request shall specify (x) the aggregate amount of the Registrable Securities proposed to be soldregistered, (y) the intended method or methods of disposition thereof thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) If a Demand Registration Request is for a Shelf Registration, and the jurisdictions in which registration Company is desired. Upon eligible to file a request for a Demand RegistrationRegistration Statement on Form S-3, the Company shall promptly take file with the SEC a shelf Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Qualified Holders from time to time in accordance with the methods of distribution elected by such steps Qualified Holders, subject to all applicable provisions of this Agreement. (iv) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form S-3, the Company shall promptly file with the SEC a Shelf Registration Statement on Form S-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as are necessary or the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Qualified Holders from time to time in accordance with the methods of distribution elected by such Qualified Holders. (v) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to prepare for the registration do so) include an unspecified amount of the Registrable Securities to be registered. Within fifteen (15) days after sold by unspecified Holders; if on the receipt date of such request, the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number aggregate amount of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 the IPO ------------------------------- Effectiveness Date and prior to the time the Company is eligible to file a Registration Statement on Form S-3 or any successor thereto, one or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee, (the "Initiating Holders") may make a written request to the Company to register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand Registration"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect more than -------- ------- one Demand Registration for the General Atlantic Stockholders pursuant to this Section 3. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Registration Statement. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of four (4) months from the effective date of such offering or the consummation date of an Initial Public Offeringcompletion of such other material activity, each of as the Designated Holders (other than the Individual Investors whocase may be, for purposes of this Section 3, shall be deemed such right to delay a request to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that exercised by the Company register Registrable Securities under the Actnot more than once in any one-year period. In addition, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company shall not be required to effect more than three Demand Registrationsany registration within one hundred twenty (120) days after the effective date of any other Registration Statement of the Company. Each The request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to the provisions of subsection 2.1.7 and Section 3(f) below2.3, at any time and from time to time on or after 6 months from the Effective Date, if (a) the Shelf Registration Statement is not declared effective by the Commission on or prior to the date that is 180 days after the Effective Date or (b) at any time during the Shelf Registration Statement Effective Period, the Shelf Registration Statement is not available to the Holders (except for any unavailability resulting from information supplied by or on behalf of a Holder for use in the Shelf Registration Statement being incorrect or incomplete), any Demand Right Holder may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). Any such Demand Registration may (but shall not be required to be), at the election of the consummation of an Initial Public OfferingDemanding Holder, each be a shelf registration pursuant to Rule 415 (or any successor rule promulgated thereafter by the Commission). The Company shall, within 10 days of the Designated Company’s receipt of the Demand Registration, notify, in writing, all other Demand Right Holders (other than of Registrable Securities of such demand, and each such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(aHolder, a “Demand Registration Requesting Holder”) that satisfies shall so notify the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoingCompany, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount of the Registrable Securities proposed to be soldwriting, 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 (15) within five days after the receipt by such Holder of such request, the notice from the Company. Upon receipt by the Company of any such written notification from a Demand Registration Requesting Holder to the Company, such Holder shall give written notice thereof be entitled, subject to all other Designated Holders subsection 2.1.7 and include in such registration all Section 2.3 hereof, to have their Registrable Securities held by included in a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made Registration Statement pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held and the Company shall file a Registration Statement relating thereto within 30 days after receipt by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsand shall cause such Registration Statement to become effective as soon thereafter as reasonably practicable, providing for the Registration of all Registrable Securities requested by the Demanding Holders and Demand Registration Requesting Holders pursuant to such Demand Registration. The number of Registrations pursuant to a Demand Registration that the Demand Right Holders may initiate pursuant to the first sentence of this subsection 2.1.4 shall be limited, (i) in the case of JFL Seller, to a total of six (6) (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by JFL Seller pursuant to subsection 2.1.3) and, (ii) in the case of the PIPE Demanding Holders or the Pre-IPO Demanding Holders, to one (1) each (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by any such Demand Right Holders pursuant to subsection 2.1.3); provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Demand Registration. Subject to Section 3(f) below, at At any time and from time to time after 6 months from the date earlier to occur of (x) the Closing Date or (y) the occurrence of a Triggering Event, the Holders holding at least a majority of the consummation of an Initial Public Offering, each of the Designated Registrable Securities held by all Holders (other than the Individual Investors who"Initiating Holders"), for purposes of this Section 3, shall be deemed may make a written request to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities to register, and the Company shall register, under the Act, Securities Act and under the securities or blue sky laws of any jurisdiction designated by such holder or holders Initiating Holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as each, a "DEMAND REGISTRATIONDemand Registration"), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Management Stockholders Company shall only not be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required obligated to effect more than three four (4) such Demand RegistrationsRegistrations and no more than one such Demand Registration in any 12-month period; provided, further, that notwithstanding the foregoing, each registration in respect to a Demand Registration must include Registrable Securities having an aggregate market value of at least $10,000,000 (based on the Current Market Value of such Registrable Securities to be included in such Demand Registration on the date of filing of the registration statement). Each such request for a Demand Registration by an the Initiating Holder Holders in respect thereof shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and thereof, the jurisdictions in which registration is desired. Upon a desired and that the request is 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 registeredRegistration under this Section 7.1(a). Within fifteen five (155) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include holding Registrable Securities. Any such Holder may, within 10 days after such notice is given, request in writing that all of such registration all Holder's Registrable Securities held Securities, or any portion thereof designated by a Designated Holder from whom such Holder, be included in the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statementregistration. Each such request will also from a Holder shall specify the number of Registrable Securities to be registered, the intended method of disposition thereof registered and the jurisdictions in which registration is desired. Subject The failure of any Holder to respond within such 10-day period shall be deemed to be a waiver of such Holder's rights under this Section 3(d7.1(a) with respect to such Demand Registration. Any Holder may waive its rights under this Section 7.1(a) prior to the expiration of such 10-day period by giving written notice to the Company, with a copy to the Initiating Holders. If a Holder sends the Company a written request for inclusion of part or all of such Holder's Registrable Securities in a registration, such Holder shall not be entitled to withdraw or revoke such request without the prior written consent of the Company in its sole discretion unless, as a result of facts or circumstances arising after the date on which such request was made relating to the Company or to market conditions, such Holder reasonably determines that participation in such registration would have a material adverse effect on such Holder. Notwithstanding anything to the contrary in this Section 7.1(a), at any time after the Company is, and for so long as the Company continues to be, eligible to use Form S-3 (or any successor form thereto) under the Securities Act for registration of the resale of Registrable Securities, the Company shall not be entitled obligated to include effect more than three (3) Demand Registrations under this Section 7.1(a). On the date that the Company becomes so eligible to use Form S-3 (or any successor form thereto) under the Securities Act, the Company shall notify each Holder in writing of such eligibility, and shall represent and warrant to each Holder in writing that, as of such date, the Company meets the requirements for use of Form S-3 (or any such successor form thereto) for registration of the resale of Registrable Securities and does not have any knowledge or reason to believe that it would not continue to meet such requirements or any actual knowledge of any fact which would reasonably result in its not meeting such requirements. The Company shall immediately notify each Holder in writing in the event that such representation shall cease to be true and correct in any registration statement and offering made pursuant to a respect, whereupon the number of Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by Registrations which the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion is obligated to effect under this Section 7.1(a) shall be permitted only increased to 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 Holder exercising the four (4) (less any Demand Registration rightsRegistrations previously used).

Request for Demand Registration. Subject to the provisions of subsection 2.1.7 and Section 3(f) below2.3 hereof, at any time and from time to time on or after 6 months from the Effective Date, if (a) the Shelf Registration Statement is not declared effective by the Commission on or prior to the date that is 180 days after the Effective Date or (b) at any time during the 24 month period following the effective date of the consummation Shelf Registration Statement, the Shelf Registration Statement is not available to the Holders (except for any unavailability resulting from information supplied by or on behalf of an Initial Public Offeringa Holder for use in the Shelf Registration Statement being incorrect or incomplete), each any Demand Right Holder may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). Any such Demand Registration may (but shall not be required to be), at the election of the Designated Demanding Holder, be a shelf registration pursuant to Rule 415 (or any successor rule promulgated thereafter by the Commission). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Demand Right Holders (other than of Registrable Securities and all Daseke Former Series B Holders of Registrable Securities of such demand, and each such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(aHolder, a “Demand Registration Requesting Holder”) that satisfies shall so notify the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoingCompany, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount of the Registrable Securities proposed to be soldwriting, 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 within five (155) days after the receipt by such Holder of such request, the notice from the Company. Upon receipt by the Company of any such written notification from a Demand Registration Requesting Holder to the Company, such Holder shall give written notice thereof be entitled, subject to all other Designated Holders subsection 2.1.7 and include in such registration all Section 2.3 hereof, to have their Registrable Securities held by included in a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made Registration Statement pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held and the Company shall file a Registration Statement relating thereto within thirty (30) days after receipt by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsand shall cause such Registration Statement to become effective as soon thereafter as reasonably practicable, providing for the Registration of all Registrable Securities requested by the Demanding Holders and Demand Registration Requesting Holders pursuant to such Demand Registration. The number of Registrations pursuant to a Demand Registration that the Demand Right Holders may initiate pursuant to the first sentence of this Section 2.1.4 shall be limited, in the case of ▇▇▇ ▇. ▇▇▇▇▇▇ and the ▇▇▇▇▇▇ Group (taken together), to a total of two (2) (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by such Demand Right Holders pursuant to Section 2.1.3) and, in the case of the other Daseke Demanding Holders, the PIPE Demanding Holders or the Pre-IPO Demanding Holders, to one (1) each (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by any such Demand Right Holders pursuant to Section 2.1.3); provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement. For the avoidance of doubt, no such limit shall apply to Main Street or Prudential.

Request for Demand Registration. Subject to Section 3(f) belowTo the extent permitted by applicable law and regulations, at any time after 6 months from time, any Initiating Holder may make a written request to the date of Company to register, and the consummation of an Initial Public OfferingCompany shall register, each of under the Designated Holders Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the Individual Investors whoterms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than five such Demand Registrations, (ii) a Demand Registration if such Initiating Holder proposes to sell Registrable Securities in such Demand Registration at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date on which the Company receives the written request for such Demand Registration) to the public of less than $25,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities or (iii) any such Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8). In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than forty-five (45) days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than forty-five (45) days have passed since such postponement, the Initiating Holder may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to all Designated Stockholders of its determination to postpone filing, shall be deemed to be part amending or supplementing a Registration Statement and of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company register Registrable Securities under the Actmay not postpone a filing, and under the securities amendment or blue sky laws of any jurisdiction designated by such holder or holders (each such registration supplement under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred due to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect Valid Business Reason for more than three Demand Registrationsforty-five (45) days in any twelve-month period. Each request for a Demand Registration by an the Initiating Holder in respect thereof shall specify state the type and amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in thereof, which registration is desired. Upon may include 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number distribution of Registrable Securities to be registeredto, and resale of such Registrable Securities by, the intended method equity holders of disposition thereof and Crestview (a “Partner Distribution”). The Demand Registration may be a shelf registration pursuant to Rule 415 promulgated under the jurisdictions Securities Act, in which registration is desired. Subject to case the provisions of Section 3(d), the Company 5(f) shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsapply.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 months from the date IPO Effectiveness Date, (i) one or more of the consummation of an Initial Public OfferingGeneral Atlantic Shareholders as a group, each acting through GAP LLC or its written designee, (ii) one or more of the Designated Holders JMI Shareholders as a group, acting through JMI or its written designee or (iii) the Pulaski Shareholders as a group, acting through Pulaski (the "Initiating Holder(s)") may make a written request to the Company to register, under the Securities Act (other than the Individual Investors who, for purposes of this Section 3, shall be deemed pursuant to be part of a registration statement on Form S-4 or S-8 or any Demand Registration in which Whitney is the Initiating Holdersuccessor thereto) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or "blue sky sky" laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"), the number of Registrable Securities stated in such request; PROVIDEDprovided, HOWEVERhowever, that the Management Stockholders Company shall only not be entitled obligated to effect more than one demand right as (1) Demand Registration for each of the General Atlantic Shareholders, the JMI Shareholders and the Pulaski Shareholders pursuant to this Section 3; provided, further, however, that the Company shall not be obligated to effect more than one such Demand Registration in any twelve month period. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within thirty (30) days of the time of such request, a group. Notwithstanding the foregoingregistered public offering or is engaged in any other activity which, in no event shall the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect more than three Demand Registrationsany registration within ninety (90) days after the effective date of any other Registration Statement of the Company. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holder(s) shall specify state the amount of the Registrable Securities proposed to 10 be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 3(f) below2, the holders of at least 20% of the total number of outstanding shares of Stock then issued and outstanding may at any time after 6 months from the date an initial public offering of the consummation Company's Common Stock that results in the automatic conversion of an Initial Public Offeringshares of Preferred Stock, each of give to the Designated Holders Company, pursuant to this clause (other than the Individual Investors whoi), for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each written request for a Demand Registration by an Initiating Holder in respect thereof shall specify of Restricted Securities on SEC Form S-1 or any successor form (a "Long-Form Registration"). In addition, at such time as the amount Company is eligible to utilize SEC Form S-3 or any successor form thereto, the holders of at least 10% of the Registrable total number of outstanding Restricted Securities proposed may give to be soldthe Company pursuant to this clause (i) a written request for a demand registration of Restricted Securities with an anticipated aggregate public offering price of not less than $5,000,000 on SEC Form S-3 or any successor form thereto (a "Short-Form Registration"). Within 10 days after the receipt by the Company of any such written request, the intended method Company will give written notice of disposition thereof and such registration request to all Stockholders. (ii) Subject to the jurisdictions limitations contained in which registration is desired. Upon a the following paragraphs of this Section 2, after the receipt of such written request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration all Restricted Securities with respect to which the Company shall receive from Stockholders, within 30 days after the date on which the Company shall have given to all Stockholders a written notice of registration request pursuant to Section 2(a)(i) hereof, the written requests of such Stockholders for inclusion of their respective shares of Restricted Securities in such Demand Registration, and (B) the Company will use its reasonable best efforts in good faith to effect promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of all such requestRestricted Securities; provided, that, the Company shall give written notice thereof not be obligated and required to all other Designated Holders cause the effectiveness of a Demand Registration of any convertible Restricted Securities unless and include until such convertible Restricted Securities included in such registration all Registrable Securities held by a Designated Holder from whom Demand Registration shall have been converted into Common Stock of the Company has received a written request for inclusion therein at least ten (10) days prior to or simultaneously with the filing effectiveness of a Demand Registration; and provided, further, that each Stockholder shall be entitled to convert any Common Stock so converted back into convertible Restricted Securities in the registration statementevent such Demand Registration is not declared effective. Each such request All written requests made by Stockholders pursuant to this clause (ii) will also specify the number of Registrable shares of Restricted Securities to be registered, registered and will also specify the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. Subject to Section 3(d)Such method of disposition shall, the Company shall be entitled to include in any registration statement and case, be an underwritten offering made pursuant if an underwritten offering is requested by holders of 51% or more of the Restricted Securities to a be included in such Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion . (iii) The Stockholders shall be permitted only to withdraw all or any part of the Restricted Securities of such Stockholders from any Demand Registration at any time prior to the extent that it is effective date of such Demand Registration but only in the case of an underwritten public offering, if such Stockholders are permitted to do so by the managing underwriters or pursuant to and any agreement therewith. Upon such withdrawal, subject to Section 2(b)(ii), such Demand Registration shall count as a Demand Registration for purposes of Section 7(a) hereof unless the terms withdrawing Stockholder bears one-half of its pro rata share of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder exercising the costs associated with such Demand Registration rightsRegistration.

Request for Demand Registration. Subject to Section 3(f(a) below, at At any time commencing on the earlier of (x) six months after 6 months from the date of IPO Effectiveness Date and (y) the consummation of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part expiration or waiver of any Demand Registration lock-up agreement entered into in which Whitney is connection with the Initiating Holder) (each an "INITIATING HOLDER") shall have IPO, in the right to make one request in writing event that the Company has not become eligible or shall become ineligible to register the Registrable Securities under the ActSecurities Act on Form S-3 (or any successor form thereto), and the Designated Clarion Holders acting through Clarion (the “Clarion Initiating Holders”), may make up to four written requests to the Company to register the resale of Registrable Securities under the securities Securities Act on Form S-1 or blue sky laws of any jurisdiction designated equivalent form for registration by such holder or holders issuers (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"“Clarion Demand Registration”); PROVIDEDprovided, HOWEVERhowever, that (i) at any time when the Management Clarion Stockholders shall only own fewer Registrable Securities than are owned by all other Designated Clarion Holders, such right of the Designated Clarion Holders will be entitled to one demand right as a group. Notwithstanding exercisable by the foregoing, Designated Clarion Holders holding in no event shall excess of 50% of the Registrable Securities then held by all of the Designated Clarion Holders and (ii) the Company shall not be required obligated to effect more than three two such Clarion Demand RegistrationsRegistrations in any 12 month period. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Clarion Demand Registration. Each request for a Clarion Demand Registration by an the Clarion Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof thereof. (b) At any time commencing on the earliest of (x) the fifth anniversary of the date hereof, (y) six months after the IPO Effectiveness Date and (z) the expiration or waiver of any lock-up agreement entered into in connection with the IPO, in the event (in the case of clauses (y) and (z)) that the Company has not become eligible or shall become ineligible to register the Registrable Securities under the Securities Act on Form S-3 (or any successor form thereto), one or more of the Designated Regions Holders (the “Regions Initiating Holders” and, together with the Clarion Initiating Holders, each “Initiating Holders”), may make up to two written requests to the Company to register the resale of Registrable Securities under the Securities Act on Form S-1 or any equivalent form for registration by issuers (each a “Regions Demand Registration” and together with the Clarion Demand Registrations, a “Demand Registration”); provided, however, that the Company shall not be obligated to effect more than one such Regions Demand Registration in any 12 month period; provided, further, that if in connection with a Regions Demand Registration at least 50% of the Registrable Securities requested to be registered by the Initiating Holders are not included in such registration, then one or more of the Regions Designated Holders may request up to one additional Regions Demand Registration such that the total number of Regions Demand Registrations that may be made under this Section 4.3(a) shall equal three. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Regions Demand Registration. Each request for a Regions Demand Registration by the Regions Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the jurisdictions intended method of disposition thereof. Notwithstanding anything to the contrary contained herein, in which no event will the Company be obligated to prepare, file, or cause to become effective a Regions Demand Registration unless a request pursuant to this Section 4.3(b) is made by Designated Regions Holders holding at least 50% of the aggregate Registrable Securities held by all Designated Regions Holders. (c) Each of the Designated Holders (other than Initiating Holders that have requested a registration is desiredunder this Section 4.3) may offer to sell some or all of its, his or her Registrable Securities under any Demand Registration pursuant to this Section 4.3(c). Upon Within five Business Days after the receipt of a request for a Demand RegistrationRegistration from an Initiating Holder, 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 (15i) days after the receipt of such request, the Company shall give written notice thereof to all other of the Designated Holders (other than Initiating Holders which have requested a registration under Section 4.3) and (ii) subject to Section 4.7(b), include in such registration all of the Registrable Securities held by a such Designated Holder Holders from whom the Company has received a written request for inclusion therein at least ten (10) within 30 days prior to the filing of the registration statementreceipt by such Designated Holders of such written notice referred to in clause (i) above. Each such request will also by such Designated Holders shall specify the number of Registrable Securities to be registered, included in the intended method Registration Statement. The failure of disposition thereof and any Designated Holder to respond within the jurisdictions 30-day period referred to in which registration is desired. Subject to Section 3(d), the Company clause (ii) above shall be entitled deemed to include in any registration statement and offering made pursuant be a waiver of such Designated Holder’s rights under this Section 4.3(c) with respect to a such Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the . Any Designated Holders; PROVIDED, that such inclusion shall be permitted only Holder may waive its rights under this Section 4.3(c) prior to the extent that it is pursuant to and subject expiration of such 30-day period by giving written notice to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder exercising the Demand Registration rightsCompany.

Request for Demand Registration. (i) Subject to Section 3(f) below, at any time after 6 months from the date of the consummation of an Initial Public OfferingEligible Holders may, each of the Designated Holders (other than the Individual Investors whoin accordance with Section 3(a)(iii), for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register registration of Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders Securities Act (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is shall be referred to herein as a "DEMAND REGISTRATION"“Demand Registration” and the Eligible Holder or Eligible Holders requesting such Demand Registration in accordance with the provisions of Section 3(a)(iii) shall be referred to herein as the “Initiating Holders”); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three five Demand RegistrationsRegistrations pursuant to this Agreement. Each request for a Demand Registration by an the Initiating Holder in respect thereof 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 reasonably necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen . (15ii) Subject to Section 3(f) below, within ten days after the receipt from Eligible Holders of such requesta request for a Demand Registration in accordance with Section 3(a)(iii), the Company shall give written notice thereof to all other Designated Eligible Holders and include in such registration all Registrable Securities held by a Designated any Eligible Holder from whom the Company has received a written request for inclusion therein at least by the later of (x) the 15th day after the giving of such written notice by the Company or (y) ten (10) days prior to the filing of the registration statement. Each such request will also specify statement with the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desiredSEC. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Eligible Holders; PROVIDEDprovided, however, that such inclusion shall be permitted only to 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 Holder Holders exercising the Demand Registration rights. (iii) Demand Registrations may be requested by the Eligible Holders as follows: (A) two Demand Registrations may be requested in writing pursuant to Section 3(a)(i) by each of the Major Holders; provided, however, that a Major Holder shall forfeit its right to request a Demand Registration pursuant to this subparagraph (A) at such time as such Major Holder owns less than 25% of the Registrable Securities owned by such Major Holder as of the date hereof; (B) one Demand Registration may be requested in writing pursuant to Section 3(a)(i) by Eligible Holders holding at least 10% of the Registrable Securities held by all of the Eligible Holders; provided, however, that a Major Holder shall not be permitted to make or join in any request pursuant to this subparagraph (B) unless such Major Holder shall have previously exercised or shall otherwise not be entitled to exercise its right to request a Demand Registration pursuant to subparagraph (A) above; and, provided, further, that for each Demand Registration under subparagraph (A) that shall have been forfeited prior to exercise as a result of the proviso to subparagraph (A), the number of Demand Registrations permitted under this subparagraph (B) shall be increased by one; and (C) the Company shall cooperate with the Eligible Holders in order to facilitate communications among such Persons solely for the purpose of obtaining the consent of sufficient Eligible Holders to request a Demand Registration pursuant to subparagraph (B) of this Section 3(a)(iii), including, without limitation, by providing a list of shareholders of the Company reflecting their respective ownership of Registrable Securities and contact information, which shall be used solely for purposes of this Agreement.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 months from the date hereof, the holders of 25.0% of the consummation of an Initial Public Offering, each of outstanding Registrable Securities (the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDERStockholders") shall have may make a written request (the right to make one request in writing that the Company register "Demand Notice") for registration of Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATIONDemand Registration"); PROVIDED, HOWEVERprovided, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company will not be required to effect more than three two Demand RegistrationsRegistrations in the aggregate at the request of the holders of Registrable Securities pursuant to this Section 8.2(a); provided, further, that the Company shall not be required to effect more than one registration pursuant to this section in any six-month period. Each request for a Notwithstanding the foregoing, the Company shall not be required to effect any Demand Registration by an Initiating Holder in respect thereof shall specify unless the amount of anticipated aggregate proceeds to the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desiredselling holders would equal or exceed $2,000,000. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate use its best efforts to prepare and file with the SEC, as soon as practicable, a registration statement for the registration an offering to be made on a continuous basis pursuant to Rule 415 of the Act (or any successor rule or similar provision then in effect) (a "Shelf Registration Statement") registering the resale from time to time by the Stockholders thereof of their Registrable Securities to be registered(the "Demand Shelf Registration"). Within fifteen (15) days after the receipt of such requestthe Demand Notice, the Company shall give written notice thereof to all other Designated Holders holders holding Registrable Securities and include in such registration all Registrable Securities held by a Designated Holder from whom holder thereof with respect to which the Company has received a written request requests for inclusion therein at least ten (10) days prior to the filing of the Demand Shelf Registration. No Person has been granted registration statementrights that are inconsistent with the rights to be granted to the Purchaser in this Agreement. Each Other than the Amended and Restated Investors' Rights Agreement, dated May 31, 1996 (the "Investors' Rights Agreement"), the Company has not entered into any agreement pursuant to which the Company has granted registration rights. Except those Persons having the right to piggy-back on a Demand Registration pursuant to the Investors' Rights Agreement and disclosed in Schedule 8.2, no Person has the right to piggy-back on a Demand Registration. To the extent any Person has the right to piggy-back on a Demand Registration, the Company shall use its best efforts to promptly obtain a waiver of any such request will also specify rights. Unless holders of a majority of the number of Registrable Securities to be registeredincluded in the Demand Registration consent in writing, no other Person (other than (i) any other holder of Registrable Securities and (ii) any Person disclosed in Schedule 8.2 who has the intended method right to piggy-back on a Demand Registration pursuant to the Investors' Rights Agreement for which the Company has not obtained a waiver of disposition thereof and the jurisdictions in which registration is desired. Subject such right after using its best efforts to Section 3(dpromptly obtain such waiver), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the offer securities under any such Demand Registration rightsRegistration.

Request for Demand Registration. Subject to Section 3(f) below, at any time after 6 months from the date of the consummation of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes conditions of this Section 33(a), if the Company shall be deemed to be part of any Demand Registration in which Whitney is receive a written request from the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make Holders on one request in writing or more occasions that the Company register file a registration statement under the Securities Act, on Form S-1 ("Long-Form Registration"), Form S-3 ("Short-Form Registration"), or any successor form thereto (any such registration, a "Demand Registration"), covering the registration of shares of Common Stock, then the Company shall, as expeditiously as reasonably possible and subject to Section 9(b), effect the registration under the Securities Act of all Registrable Securities under that the ActInitiating Holders have requested to be registered; provided, and under the securities or blue sky laws of that for any jurisdiction designated by such holder or holders (each such registration under pursuant to this Section 3(a) that satisfies ), the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that aggregate market value (calculated based upon the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount Market Price of the Registrable Securities proposed to be sold, on the intended method of disposition thereof and date on which the jurisdictions in which registration is desired. Upon a Company receives the written request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration registration) of the Registrable Securities to be registered. Within fifteen registered (15or included in a takedown from a Resale Shelf involving an Underwritten Offering) days after must be at least $15 million as of the receipt date of the request for such registration or takedown (or at least $5 million as of the date of such request, calculated based upon the Company shall give written notice thereof Market Price of the Registrable Securities on such date, in the event that the Registrable Securities to all other Designated Holders and include be registered (or included in such registration a takedown from a Resale Shelf involving an Underwritten Offering) constitute all Registrable Securities held by a Designated Holder from whom as of the date of such request). At any time when the Company has received is eligible to file a written request registration statement on Form S-3 for inclusion therein at least ten a secondary offering of equity securities pursuant to Rule 415 under the Securities Act (10) days prior a "Resale Shelf"), any registration statement requested pursuant to this Agreement shall be made as a Resale Shelf. Following the filing effectiveness of a Resale Shelf, any resale of shares of Common Stock pursuant to this Agreement shall be in the form of a "takedown" from such Resale Shelf rather than a separate registration statement. Each Designated Shareholder agrees that, except as required by applicable law, such Designated Shareholder shall treat as confidential the submission of a request for registration and shall not disclose or use the information contained in such request will also specify without the number prior written consent of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled until such time as the information contained therein is or becomes available to include in any registration statement and offering made pursuant to a Demand Registrationthe public generally, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the as a result of disclosure by a Designated Holders; PROVIDED, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to Shareholder in breach of the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder exercising the Demand Registration rightsthis Agreement.

Request for Demand Registration. Subject to Section 3(f(a) below, If the Company shall receive from the Initiating Holders at any time after 6 months from July 31, 2002, a written request that the date Company effect the registration of Registrable Securities with an anticipated aggregate offering price of at least $1,500,000, then the Company shall: (i) within 20 days of the consummation receipt thereof, give written notice of such request to all Holders; and (ii) use its diligent best efforts to, as soon as practicable, effect the registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with the Securities Act) of, subject to the limitations of subsection 1.2(b), all Registrable Securities as are specified in such request by the Initiating Holders, together with all Registrable Securities requested by any other Holder or Holders to be included in such registration by written notice received by the Company within twenty (20) days of the Company's giving the notice required pursuant to clause (i) above in accordance with Section 3.5. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an Initial Public Offeringunderwriting, each they shall so advise the Company as a part of their request made pursuant to subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Designated Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by the Company, the underwriter, a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other than the Individual Investors who, for purposes provision of this Section 31.2, if the underwriter advises the Initiating Holders and the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be deemed allocated among all Holders thereof that have requested to participate in such registration, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be part filed and it is therefore essential to defer the filing of any Demand Registration in which Whitney is such registration statement, the Initiating Holder) (each an "INITIATING HOLDER") Company shall have the right to make one defer taking action with respect to such filing for a period of not more than 180 days after receipt of the request in writing of the Initiating Holders; provided, however, that the Company register Registrable Securities under may not utilize this right more than once in any twelve-month period. (d) In addition, the ActCompany shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2: (i) After the Company has effected two registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) During the period starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and under ending on a date 180 days after the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such effective date of, a registration under this subject to Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION")1.3 hereof; PROVIDED, HOWEVERprovided, that the Management Stockholders shall only Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be entitled immediately registered on Form S-2 or Form S-3 pursuant to one demand right as a group. request made pursuant to Section 1.12 below. (e) Notwithstanding the foregoingforegoing provisions of Section 1.2, if a majority in no event shall interest of the Company be required Initiating Holders elect not to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount sell all or any portion 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held demand registration statement filed pursuant to Section 1.2 (and not requested to be withdrawn by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to the extent that it is Holders pursuant to and subject to the terms of the underwriting agreement or arrangementsSection 1.6) which has become effective, if any, entered into by the Initiating Holder exercising the Demand Registration rightssuch demand registration right shall nonetheless be deemed satisfied.

Request for Demand Registration. Subject to Section 3(f) below, at At any time ------------------------------- on or after 6 months from the date hereof, the holders of more than 50% of the consummation of an Initial Public Offering, each of the Registrable Securities outstanding may make a written request for registration (such Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be making such request being deemed to be part of any Demand Registration in which Whitney is the "Initiating Holder) (each an "INITIATING HOLDERHolders") shall have the right to make one request in writing that the Company register ------------------- of Registrable Securities under the Securities Act, and under the securities or "blue sky sky" laws of any jurisdiction a reasonable number of jurisdictions designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATIONDemand Registration"); PROVIDEDprovided, HOWEVERhowever, that the Management Stockholders Company ------------------- -------- ------- shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company not be required to effect more than two Demand Registrations pursuant to this Section 3. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be required to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three Demand Registrations(3) months from the effective date of such offering or the date of completion of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration within three (3) months after the effective date of any other Registration Statement of the Company. Each such request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 during the eighteen (18) month period commencing six (6) months from the date initial Close, subject to extension as provided in Section 6.5 hereof, the Holders holding more than 50% of the consummation of an Initial Public Offering, each Registrable Securities then held by of the Holders may make a written request for registration (such Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be making such request being deemed to be part of any Demand Registration in which Whitney is the "Initiating Holder) (each an "INITIATING HOLDERHolders") shall have the right to make one request in writing that the Company register of Registrable Securities under the 1933 Act, and under the securities or blue sky laws of any jurisdiction reasonably designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATIONDemand Registration"); PROVIDEDprovided, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company will not be required to effect more than three two (2) Demand RegistrationsRegistrations at the request of the Holders pursuant to this Section 6.3. Each Such request for a Demand Registration by an Initiating Holder in respect thereof 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 (15) 15 days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders holding Registrable Securities (the "Non-Initiating Holders") and include in such registration all Registrable Securities held by a Designated Holder from whom with respect to which the Company has received a written request requests for inclusion therein at least ten (10) within 15 days prior to the filing of the registration statementreceipt by such Designated Holder of such written notice. Each such request will also shall specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject Unless Designated Holders holding the majority of the Registrable Securities to Section 3(dbe included in the Demand Registration consent in writing, no other party, including the Company (but not including any other Designated Holder), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the offer securities under any such Demand Registration rightsRegistration.

Request for Demand Registration. Subject At any time and from time to Section 3(f) belowtime after the exercise of demand registration rights granted by the Company pursuant to the Pegasus Registration Rights Agreement or the Tri-Party Registration Rights Agreement or, at subject to any applicable lock-up period provided herein, any time after 6 months from the date of the consummation of an Initial Company files a registration statement with respect to a Public Offering, each of the Designated Holders Offering (other than a registration statement: (i) on Form S-4 or S-8 or any successor form filed under the Individual Investors whoSecurities Act; (ii) filed in connection with any employee stock option or other benefit plan, (iii) for purposes an exchange offer or offering of this Section 3securities solely to the Company’s existing stockholders, shall be deemed (iv) for an offering of debt that is convertible into equity securities of the Company; (v) for a dividend reinvestment plan; or (vi) on any other form not available for registering the Registrable Securities for sale to be the public), Holders of a majority-in-interest (the “Majority-In-Interest”) of the Registrable Securities (determined on a fully diluted basis) held by all Holders other than Holders that are Affiliates of Pegasus or Riverwood (the “Demand Holders”) may make a written demand for registration under the Securities Act of all or part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register their Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"“Demand Registration”); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one . Any demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount number of the shares of Registrable Securities proposed to be sold, sold and the intended method method(s) and plan of disposition thereof and the jurisdictions in which registration is desireddistribution thereof. Upon a the Company’s receipt of the written request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration notify all other Holders of the Registrable Securities of such demand for a Demand Registration, and each such Holder that wishes to be registered. Within include all or a portion of such Holder’s Registrable Securities in the Demand Registration (each such Holder including Registrable Securities in such registration, a “Selling Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the Holder of the notice from the Company. Upon any such request, the Company shall give written notice thereof to all other Designated Selling Demanding Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include have their Registrable Securities included in any registration statement and offering made pursuant to a the Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to Section 2(g) and the terms provisos set forth in the first sentence of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder exercising the Demand Registration rightsSection 2(b).

Request for Demand Registration. Subject to Section 3(f) below, at At any time commencing on the earlier to occur of (x) six (6) months after 6 the IPO Effectiveness Date and (y) six (6) months after the Company becomes a reporting company under the Exchange Act (an “Exchange Act Registration”), the Designated Holders of at least 25% of the Registrable Securities then outstanding (the “Initiating Holders”) may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (x) more than two such Demand Registrations and (y) a Demand Registration if the Initiating Holders propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$10,000,000 and provided further, that the Company shall not be obligated to effect any such Demand Registration if the Company has, within the six (6) month period preceding such request, already effected a Demand Registration or F-3 Registration in which all of the Registrable Securities proposed to be sold by the Initiating Holders or F-3 Initiating Holders were registered and sold pursuant to the registration statement governing such Demand Registration or F-3 Registration, as the case may be, or in which the Designated Holders had an opportunity to participate pursuant to the provisions of Section 3(b) or Section 4, other than a registration from which all or any portion of the Registrable Securities the Designated Holders requested to be included in such registration were excluded or not sold. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would be materially detrimental to the Company and its shareholders for such registration to become effective or to remain effective as long as such registration would otherwise be required to remain effective because such action would (x) materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company, (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under the Securities Act or Exchange Act (each, a “Valid Business Reason”), then the Company may: (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days from the date the Company receives a written request for a Demand Registration; and (ii) in case that a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the consummation Board of an Initial Public OfferingDirectors, each may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company register Registrable Securities under the Act, and under the securities may not postpone or blue sky laws of any jurisdiction designated by such holder or holders (each such registration withdraw a filing under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrationsonce in any twelve (12) month period. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, sold and 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsthereof.

Request for Demand Registration. Subject to Section 3(f) below, at At any time commencing twelve months after 6 months from the IPO Effectiveness Date, the General Atlantic Shareholders (the “Initiating Holders”), may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (x) more than two such Demand Registrations for the General Atlantic Shareholders and (y) a Demand Registration if the Initiating Holders propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the consummation Registration Statement with respect to such Registrable Securities) to the public of less than US$5,000,000 and provided further, that the Company shall not be obligated to effect any such Demand Registration if the Company has, within the six (6) month period preceding such request, already effected a registration under the Securities Act pursuant to this Section 3 or Section 5, or in which the Designated Holders had an Initial Public Offeringopportunity to participate pursuant to the provisions of Section 4, each other than a registration from which the Registrable Securities of the Designated Holders have been excluded (other than with respect to all or any portion of the Individual Investors who, for Registrable Securities the Designated Holders requested to be included in such registration). For purposes of this Section 3the preceding sentence, two or more Registration Statements filed in response to one demand shall be deemed counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would be materially detrimental to the Company and its shareholders for such registration to become effective or to remain effective as long as such registration would otherwise be part required to remain effective because such action (x) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other similar transaction involving the Company, (y) would require premature disclosure of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing material information that the Company register Registrable Securities has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the ActSecurities Act or Exchange Act (each, a “Valid Business Reason”), the Company may (A) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and under (B) in case a Registration Statement has been filed relating to a Demand Registration, if the securities Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors may cause such Registration Statement to be withdrawn and its effectiveness terminated or blue sky laws may postpone amending or supplementing such Registration Statement. The Company shall give written notice of any jurisdiction designated by its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such holder postponement or holders (withdrawal no longer exists, in each such registration case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrationsonce in any twelve (12) month period. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, sold and 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsthereof.

Request for Demand Registration. Subject to the provisions of the Lock-up Agreements, subsections 2.1.4, 2.1.6 and Section 3(f) below2.3 hereof and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.6 outstanding covering the Registrable Securities, at any time after 6 months and from time to time, the date Holders of at least a majority-in-interest of the consummation then-outstanding number of an Initial Public OfferingRegistrable Securities (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, each which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand, a “Demand Registration”). The Company shall, within five (5) Business Days of the Designated Company’s receipt of the Demand Registration, notify, in writing, all other Holders (other than the Individual Investors whoof Registrable Securities of such demand, for purposes and each Holder of this Section 3, shall be deemed Registrable Securities who thereafter wishes to be part include all or a portion of any such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(aHolder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) that satisfies shall so notify the requirements set forth Company, in Section 3(bwriting, within five (5) is referred Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to herein as a "DEMAND REGISTRATION"); PROVIDEDthe Company, HOWEVER, that the Management Stockholders such Requesting Holder(s) shall only be entitled to one demand right have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as a groupsoon thereafter as practicable, but not more than thirty (30) days after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Notwithstanding the foregoing, in Under no event circumstances shall the Company be required obligated to effect more than an aggregate of three Demand Registrations. Each request for (3) Registrations pursuant to a Demand Registration by an Initiating Holder in under this subsection 2.1.1 with respect thereof to any or all Registrable Securities; provided, however, that a Registration shall specify not be counted for such purposes unless a Registration Statement on Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”), or if available to the amount Company, a Registration Statement on Form S-3 or any similar short form registration statement that may be available at such time (“Form S-3”), has become effective and all of the Registrable Securities proposed requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 or S-3, as the case may be, Registration have been sold, the intended method in accordance with Section 3.1 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsthis Agreement.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 months from the ------------------------------- date hereof, so long as the Purchasers own Registrable Securities, on an as-converted basis, equal to at least 1/3 of the consummation Shares, then the holders of an Initial Public Offering, each 25.0% of the Designated Holders outstanding Registrable Securities (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDERStockholders") shall have may make a written request (the right to make one request in writing that the Company register "Demand Notice") for registration of Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATIONDemand Registration"); PROVIDED, HOWEVERprovided, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company -------- will not be required to effect more than three Demand RegistrationsRegistrations in the aggregate at the request of the holders of Registrable Securities pursuant to this Section 9.2(a); provided, further, that the Company -------- ------- shall not be required to effect more than one registration pursuant to this section in any six-month period. Each request for a Notwithstanding the foregoing, the Company shall not be required to effect any Demand Registration by an Initiating Holder in respect thereof shall specify unless the amount of anticipated aggregate proceeds to the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desiredselling holders would equal or exceed $5,000,000. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate use its best efforts to prepare and file with the SEC, as soon as reasonably practicable, a registration statement for the registration an offering to be made on a continuous basis pursuant to Rule 415 of the Act (or any successor rule or similar provision then in effect) (a "Shelf Registration Statement") registering the resale from time to time by the Stockholders thereof of their Registrable Securities to be registered(the "Demand Shelf Registration"). Within fifteen (15) days after the receipt of such requestthe Demand Notice, the Company shall give written notice thereof to all other Designated Holders holders holding Registrable Securities and include in such registration all Registrable Securities held by a Designated Holder from whom holder thereof with respect to which the Company has received a written request requests for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Shelf Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 the IPO ------------------------------- Effectiveness Date and prior to the time the Company is eligible to file a Registration Statement on Form S-3 or any successor thereto, (i) one or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee, or (ii) any Time Stockholder (each group under (i) or (ii), the "Initiating Holders") may make a written request to the Company to register, ------------------ under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand Registration"), the number ------------------- of Registrable Securities stated in such request; provided, however, that the -------- ------- Company shall not be obligated to effect more than one Demand Registration for the General Atlantic Stockholders and more than one Demand Registration for Time pursuant to this Section 3. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Registration Statement. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of four (4) months from the date of the consummation of an Initial Public Offeringsuch request, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed such right to delay a request to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that exercised by the Company register Registrable Securities under the Actnot more than once in any one-year period. In addition, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company shall not be required to effect more than three Demand Registrationsany registration within one hundred twenty (120) days after the effective date of any other Registration Statement of the Company. Each The request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f) below6(a), at any time after 6 months from following the Initial Demand Registration Date with respect to the Oaktree Stockholders, the Apollo Stockholders, the Sankaty Stockholders or the Other 10% Investor Stockholders, as the case may be, such Oaktree Stockholder, Apollo Stockholder, Sankaty Stockholder and/or Other 10% Investor Stockholder will have the right (collectively, the “Demand Initiating Holders”) to make a written request to the Company to register, and the Company shall register in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), on Form S-1 or any similar long-form registration (a “Demand Registration”); provided, however, that the Company shall not be obligated to effect: (A) more than three Demand Registrations in the case of the Oaktree Stockholders, more than two Demand Registrations in the case of the Apollo Stockholders, more than one Demand Registration in the case of the Sankaty Stockholders and more than one Demand Registration in the case of each of the additional Other 10% Investor Stockholders; (B) a Demand Registration if within the 12-month period preceding the date of the consummation written request for a Demand Registration the Company has effected either (1) two Demand Registrations (including registrations effected pursuant to Section 3(b) and Section 5(b)) or (2) one Demand Registration (including registrations effected pursuant to Section 3(b) and Section 5(b)) and another registration statement of the Company under the Securities Act with respect to the Common Stock has been declared effective within the 12-month period preceding such written request for such Demand Registration and at least $50 million of the then outstanding Registrable Securities were entitled pursuant to the terms of this Agreement to be included in such registration statement; (C) a Demand Registration if the Demand Initiating Holders propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities and including any Registrable Securities subject to any applicable over-allotment option) to the public of less than, in the case of the Initial Public Offering, each $100 million, and in the case of the Designated Holders (any offering other than the Individual Investors whoInitial Public Offering, for $50 million, or (D) during the pendency of a Suspension Period. For purposes of this Section 3the preceding sentence, two or more Registration Statements filed in response to one request for a Demand Registration shall be deemed to be part of any counted as one Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand RegistrationsRegistration. Each request for a Demand Registration by an the Demand Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. Upon a request for a Demand RegistrationIn addition, the Company shall promptly take such steps as are necessary or appropriate not be obligated to prepare for effect any Demand Registration (including registrations effected pursuant to Section 3(b) and Section 5(b)) during the registration of period starting with the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) date that is 60 days prior to the filing Company’s board of directors’ good faith estimate of the date of filing of, and ending on the date that is 90 days after the effective date of, a Company initiated registration statement. Each , provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such request will also specify the number of Registrable Securities registration to be registered, the intended method of disposition thereof become effective and the jurisdictions in which registration is desired. Subject to Company has complied with the requirements of Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights4.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 the date of this Agreement, each of (i) PPGL, (ii) FEL, or (iii) one or more of the Demand Stockholders, acting through its representative identified on the instrument executed by it in the form attached hereto as Exhibit A or such representative's written designee (the "Initiating Holders"), may make a written request to the Company to register, under the Securities Act on any form for which the Company then qualifies and deems appropriate (a "Demand Registration"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect more than one Demand Registration for PPGL, one Demand Registration for the FEL and one Demand Registration for each of the Demand Stockholders pursuant to this Section 3. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Registration Statement. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within 90 days of the time of such request, a registered public offering or is engaged in or has fixed plans to engage in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected in any material respect by the requested registration, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three months from the effective date of such offering or the consummation date of an Initial Public Offeringcompletion of such other material activity, each of as the Designated Holders (other than the Individual Investors whocase may be; provided, for purposes of this Section 3however, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Actshall not exercise such right to delay a request more than three times and for more than a total of 90 days in any one-year period. In addition, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company shall not be required to effect more than three Demand Registrationsany registration within 90 days after the effective date of any other Registration Statement of the Company. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject ​ (i) Following the Listing, subject to Section 3(f) below4.4, at any time after 6 months from the date of the consummation of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") Investor Party shall have the right right, for itself or together with one or more other Investor Parties, to make one a written request in writing that from time-to-time (a “Demand Registration Request”) to the Company register for Registration of all or part of the Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated held by such holder or holders Investor Party (each such registration under this Section 3(aa “Demand Registration”). ​ (ii) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof Request shall specify (x) the aggregate amount of the Registrable Securities proposed to be soldregistered, (y) the intended method or methods of disposition thereof and (z) whether the jurisdictions Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in which registration the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is desired. Upon a request for a Demand Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly take file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such steps Investor Parties, subject to all applicable provisions of this Agreement. ​ (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as are necessary or the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. ​ (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to prepare for do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the registration date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.​ ​

Request for Demand Registration. Subject to Section 3(f) below, at At any time commencing on the earlier to occur of (x) twelve months after 6 the IPO Effectiveness Date and (y) twelve months from after the Company becomes a reporting company under the Exchange Act (an “Exchange Act Registration”), the General Atlantic Shareholders (the “Initiating Holders”), may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form ▇-▇, ▇-▇ or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (x) more than two such Demand Registrations for the General Atlantic Shareholders and (y) a Demand Registration if the Initiating Holders propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the consummation Registration Statement with respect to such Registrable Securities) to the public of an Initial Public Offeringless than US$5,000,000 and provided further, each that the Company shall not be obligated to effect any such Demand Registration if the Company has, within the six (6) month period preceding such request, already effected a Demand Registration or F-3 Registration in which all of the Registrable Securities proposed to be sold by the Initiating Holders or F-3 Initiating Holders were registered and sold pursuant to the registration statement governing such Demand Registration or F-3 Registration, as the case may be, or in which the Designated Holders (had an opportunity to participate pursuant to the provisions of Section 4, other than a registration from which all or any portion of the Individual Investors who, for Registrable Securities the Designated Holders requested to be included in such registration were excluded or not sold. For purposes of this Section 3the preceding sentence, two or more Registration Statements filed in response to one demand shall be deemed counted as one Demand Registration. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would be materially detrimental to the Company and its shareholders for such registration to become effective or to remain effective as long as such registration would otherwise be part required to remain effective because such action would (x) materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company, (y) require premature disclosure of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing material information that the Company register Registrable Securities has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under the ActSecurities Act or Exchange Act (each, a “Valid Business Reason”), then the Company may: (i) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days; and under (ii) in case a Registration Statement has been filed relating to a Demand Registration, if the securities Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors may cause such Registration Statement to be withdrawn and its effectiveness terminated or blue sky laws may postpone amending or supplementing such Registration Statement. The Company shall give written notice of any jurisdiction designated by its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such holder postponement or holders (withdrawal no longer exists, in each such registration case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrationsonce in any twelve (12) month period. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, sold and 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsthereof.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 months from the date of the consummation of an the Initial Public Offering, each if the Company is not eligible to use Form S-3 (or any successor form thereto) in connection with public offering of its securities, then one or more of the Designated Holders General Atlantic Stockholders as a group, acting through GAP LLC or its written designee (the "Initiating Holders"), may make a written request to the Company to register, under the Securities Act (other than the Individual Investors who, for purposes of this Section 3, shall be deemed pursuant to be part of a Registration Statement on Form S-4 or S-8 or any Demand Registration in which Whitney is the Initiating Holdersuccessor thereto) (each an a "INITIATING HOLDERDemand Registration") shall have ), the right to make one request in writing that the Company register number of Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by stated in such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION")request; PROVIDED, HOWEVER, that the Management Stockholders Company shall only not be entitled obligated to (i) effect more than two such Demand Registrations for the General Atlantic Stockholders, or (ii) effect a Demand Registration unless the Registrable Securities to be included therein have an aggregate sale price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Demand Registration) to the public of at least $5,000,000. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand right shall be counted as one Registration Statement. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in, within 60 days of the time of such request, a group. Notwithstanding the foregoingregistered public offering or is engaged in any other activity which, in no event shall the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any six month period. In addition, the Company shall not be required to effect more than three Demand Registrationsany registration within 90 days (or 180 days in the case of the Company's Initial Public Offering) after the effective date of any other Registration Statement of the Company. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, sold and 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsthereof.

Request for Demand Registration. Subject to Section 3(f) below, at At any time commencing on the later of (i) six (6) months after 6 months from the date IPO Effectiveness Date or (ii) expiration of the consummation of an underwriters’ lock-up period applicable to the Initial Public Offering, each of any Designated Holder may make a written request to the Designated Holders Company to register, and the Company shall register, under the Securities Act (other than the Individual Investors who, for purposes of this Section 3, shall be deemed pursuant to be part of a Registration Statement on Form S-4 or S-8 or any Demand Registration in which Whitney is the Initiating Holdersuccessor thereto) (each an "INITIATING HOLDER") shall have each, a “Demand Registration”), the right to make one request number of Registrable Securities stated in writing such request; provided, however, that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only not be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required obligated to effect more than three two (2) such Demand RegistrationsRegistrations for TH and its Permitted Transferees and two (2) such Demand Registrations for PCLN SUB and its Permitted Transferees. If at the time of any request to register Registrable Securities pursuant to this Section 6.02(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board, would be adversely affected in any material respect by the Demand Registration, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of ninety (90) days from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one (1) year period. In addition, the Company shall not be required to file any registration statement (i) within ninety (90) days after the effective date of any other Registration Statement of the Company or (ii) if the Designated Holder requesting such registration (the “Initiating Holder”) proposes to sell Registrable Securities at an aggregate price (calculated based on the Market Price of the Registrable Securities on the date of filing of the Registration Statement in respect of Registrable Securities) to the public of less than US$10,000,000. Each request for a Demand Registration by an the Initiating Holder in respect thereof shall specify state the amount of the Registrable Securities proposed to be sold, sold and 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsthereof.

Request for Demand Registration. (i) Subject to Section 3(f) below3.4, any Holder listed on Appendix B hereto that, together with its Affiliates, holds Registrable Securities that represent in the aggregate at any time after 6 months from the date least 5.0% of the consummation issued and outstanding number of an Initial Public Offeringshares of Common Stock (a “Demand Holder”), each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one a written request in writing that from time to time (a “Demand Registration Request”) to the Company register for Registration of all or part of the Registrable Securities under held by the ActDemand Holders (a “Demand Registration”). Subject to Section 3.1(b), and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders Demand Holder shall only be entitled to one demand right request an unlimited number of Demand Registrations so long as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for it is a Demand Holder. (ii) Each Demand Registration by an Initiating Holder in respect thereof Request shall specify (w) the aggregate amount of the Registrable Securities proposed to be soldregistered, (x) the intended method or methods of disposition thereof and (y) whether the jurisdictions in which registration Demand Registration Request is desiredfor an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). Upon a request for a Demand Registration, Within five Business Days of receipt by 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 (15) days after the receipt of such requestany Demand Registration Request, the Company shall give written notice thereof of the Demand Registration Request to all each other Designated Holders Piggyback Holder (as defined below) and, subject to the terms of Section 3.1(b) and any applicable restrictions set forth in Section 3.4, shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities held by a Designated Holder from whom with respect to which the Company has received a written request requests from such other Holders for inclusion therein at least within ten Business Days of the date of the Company’s notice. (10iii) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form S-3, the Company shall promptly (and in any event within 30 days prior following delivery of the Demand Registration Request) file with the SEC a Shelf Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act relating to the filing offer and sale of Registrable Securities from time to time in accordance with the intended methods of distribution, subject to all applicable provisions of this Agreement. (iv) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form S-3, the Company shall promptly (and in any event within 30 days following delivery of the registration statement. Each Demand Registration Request) file with the SEC a Shelf Registration Statement on Form S-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such request will also other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities from time to time in accordance with the intended methods of distribution. (v) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may include an unspecified amount of Registrable Securities to be sold by unspecified beneficial holders; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the number aggregate amount of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. (i) Subject to Section 3(f) below, at any time after 6 months from the date of limitations contained in the consummation of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes following paragraphs of this Section 3, shall be deemed to be part the holders of any Demand Registration in which Whitney is the Initiating Holderthirty-three percent (33%) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount of the Registrable Securities proposed then outstanding may at any time on or after 180 days after the effective date of the registration statement of the Company's Qualified Public Offering, give to the Company, pursuant to this clause (i), a written request to register the Registrable Securities. Within ten (10) days after the receipt by the Company of any such written request, the Company will give written notice of such registration request to all Stockholders. (ii) Stockholders for inclusion of their respective shares of Registrable Securities in such Demand Registration, and (B) the Company will use its best efforts to prepare and file with the Commission a registration statement under the Securities Act on any appropriate form promulgated by the Commission and reasonably acceptable to the Stockholders requesting such Demand Registration pursuant to clause (i) above covering all such Registrable Securities and shall use its best efforts to cause such registration statement to become effective under the Securities Act. All written requests made by Stockholders pursuant to this clause (ii) will specify the number of shares of Registrable Securities to be sold, registered and will also specify the intended method of disposition thereof and thereof. Such method of disposition shall, in any case, be an underwritten offering if an underwritten offering is requested by the jurisdictions Demanding Stockholders (as defined in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary Section 3(c) hereof) holding fifty-one percent (51%) or appropriate to prepare for the registration more of the Registrable Securities to be registered. Within fifteen included in such Demand Registration by all of the Demanding Stockholders. (15iii) days after The Stockholders shall be permitted to withdraw all or any part of the receipt Registrable Securities of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder Stockholders from whom the Company has received a written request for inclusion therein any Demand Registration at least ten (10) days any time prior to the filing effective date of such Demand Registration but, in the registration statement. Each case of an underwritten public offering, only if such request will also specify Stockholders are permitted to do so by the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made managing underwriters or pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting any agreement or arrangements, if any, entered into by the Initiating Holder exercising the Demand Registration rightstherewith.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 months from the date of the consummation of an Initial Public OfferingIPO Effectiveness Date, each of (i) the Designated Holders Investor Stockholders holding a majority of the Registerable Securities held by the Investor Stockholders, acting as a group through their written designee, and (ii) the EXE Stockholders holding a majority of the Registerable Securities held by the EXE Stockholders, acting as a group through their written designee (the "Initiating Holders") may make a written request to the Company to register, under the Securities Act (other than the Individual Investors who, for purposes of this Section 3, shall be deemed pursuant to be part of a Registration Statement on Form S-4 or S-8 or any Demand Registration in which Whitney is the Initiating Holdersuccessor thereto) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or "blue sky sky" laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATIONDemand Registration"), the number of Registrable Securities stated in such request; PROVIDED, HOWEVER, that the Management Company shall not be obligated to effect more than two (2) Demand Registrations for the Investor Stockholders shall only be entitled and two (2) Demand Registration for the EXE Stockholders pursuant to this Section 3. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand right shall be counted as one Registration Statement. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within thirty (30) days of the time of such request, a group. Notwithstanding the foregoingregistered public offering or is engaged in any other activity which, in no event shall the good faith determination of the Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect more than three Demand Registrationsany registration within sixty (60) days after the effective date of any other Registration Statement of the Company. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f(i) below, at any time after 6 months from Following the first anniversary of the closing date of the consummation of an Initial Public OfferingIPO, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") Qualified Holder shall have the right right, for itself or together with one or more other Holders, to make one a written request in writing that from time to time (a “Demand Registration Request”) to the Company register for Registration of all or part of the Registrable Securities under held by that Qualified Holder (a “Demand Registration”); provided that, unless approved by the ActBoard of Directors in its sole discretion, and under any Person who is a Qualified Holder solely by virtue of clause (c) of the securities or blue sky laws definition of any jurisdiction designated by such holder or holders (each such registration under Qualified Holder may not make demand for an Underwritten Offering pursuant to either this Section 3(a3.1(a) that satisfies the requirements set forth in or Section 3(b3.2 below. (ii) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof Request shall specify (x) the aggregate amount of the Registrable Securities proposed to be soldregistered, (y) the intended method or methods of disposition thereof thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) If a Demand Registration Request is for a Shelf Registration, and the jurisdictions in which registration Company is desired. Upon eligible to file a request for a Demand RegistrationRegistration Statement on Form S-3, the Company shall promptly take file with the SEC a shelf Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Qualified Holders from time to time in accordance with the methods of distribution elected by such steps Qualified Holders, subject to all applicable provisions of this Agreement. (iv) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form S-3, the Company shall promptly file with the SEC a Shelf Registration Statement on Form S-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as are necessary or the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Qualified Holders from time to time in accordance with the methods of distribution elected by such Qualified Holders. (v) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to prepare for the registration do so) include an unspecified amount of the Registrable Securities to be registered. Within fifteen (15) days after sold by unspecified Holders; if on the receipt date of such request, the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number aggregate amount of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f) below, at At any time and from time to time following 180 days after 6 months from the date closing of the consummation of an Initial Public OfferingQualified IPO, each of a Requesting Holder (or Requesting Holders, as the Designated Holders case may be) may make a written request (a “Demand Registration Notice”) to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the Individual Investors who, for purposes terms of this Section 3Agreement, the number of Registrable Securities stated in such Demand Registration Notice (a “Demand Registration”), provided, however, that the Company shall not be deemed obligated to be part of effect (i) more than four (4) such Demand Registrations and Underwritten Shelf Take-Downs, taken together, in any 12-month period in the aggregate for all Requesting Holders and (ii) any Demand Registration with respect to which the Requesting Holder (or Requesting Holders, as the case may be) proposes to sell Registrable Securities in such Demand Registration at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date on which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register receives the written request for such Demand Registration) to the public of less than $[ ] million unless such Demand Registration includes all of the then-outstanding Registrable Securities; provided, further, that such Demand Registration shall not be considered a Demand Registration for the purposes of subclause (a)(i) above if, after a Demand Registration becomes effective, (1) such Demand Registration is interfered with by any stop order or other order of the Commission or other Governmental Authority, or (2) if the Maximum Offering Size determined in accordance with Section 2.02(f) is less than the amount of Registrable Securities under of the Act, and under the securities or blue sky laws of any jurisdiction designated by Requesting Holder(s) sought to be included in such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand RegistrationsRegistration. Each request for a Demand Registration by an Initiating a Requesting Holder in respect thereof (or Requesting Holders, as the case may be) shall specify state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. Upon a request for a Demand RegistrationSubject to this Section 2.02, the Company shall promptly take effect such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to the extent that Registration on Form S-1 unless it is pursuant otherwise then eligible to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder exercising the Demand effect such Registration rightson Form S-3.

Request for Demand Registration. Subject One or more of the General Atlantic Shareholders as a group, acting through GAP or its written designee (the "Initiating Holders"), may make a written request to Section 3(fthe Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form F-4, S-4 o▇ ▇-▇ ▇▇ any successor thereto and other than solely pursuant to a Registration Statement on Form F-6) below(each, a "Demand Registration"), the number of Registrable Securities stated in such request. Notwithstanding the foregoing, the Company shall not be obligated to effect (i) more than two Demand Registrations for the General Atlantic Shareholders, collectively; and (ii) a Demand Registration if the Initiating Holders propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date the Company receives the request for the Demand Registration) to the public for less than $10,000,000. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration. If the Board of Directors of the Company, in its good faith judgment, determines that any time after 6 months registration of Registrable Securities should not be made or continued because it would interfere in any material respect with any financing, acquisition, corporate reorganization or merger or other material transaction or activity involving the Company (a "Valid Business Reason"), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration for a reasonable period not in excess of ninety (90) days from the date of notice provided in the consummation manner described below, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of an Initial Public Offering, each a majority of the Designated Holders Company's Board of Directors, such majority to include at least one General Atlantic Director (other than as defined in the Individual Investors whoParticipation Agreement), for purposes of this Section 3, shall be deemed may cause such Registration Statement to be part withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement, before taking any Demand Registration in which Whitney is such action and of the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing fact that the Valid Business Reason for such postponement or withdrawal no longer exists promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company register Registrable Securities under the Act, and under the securities may not postpone or blue sky laws of any jurisdiction designated by such holder or holders (each such registration withdraw a filing under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrationsonce in any twelve (12) month period. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, sold and 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsthereof.

Request for Demand Registration. Subject to Section 3(f(i) below, at any time after 6 months from the date Any of the consummation Qualified Holders has the right, for itself or together with one or more other Holders, to make a written request from time to time (a “Demand Registration Request”) to the Company for Registration of an Initial Public Offering, each all or part of the Designated Holders Registrable Securities held by that Qualified Holder (other than a “Demand Registration”); provided that, unless approved by the Individual Investors whoBoard of Directors in its sole discretion, any Person who is a Qualified Holder solely by virtue of clause (f) of the definition of Qualified Holder may not make demand for purposes of an Underwritten Offering pursuant to either this Section 3, shall be deemed to be part of any 3.1(a) or Section 3.2 below. (ii) Each Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof Request shall specify (x) the aggregate amount of the Registrable Securities proposed to be soldregistered, (y) the intended method or methods of disposition thereof thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) If a Demand Registration Request is for a Shelf Registration, and the jurisdictions in which registration Company is desired. Upon eligible to file a request for a Demand RegistrationRegistration Statement on Form S-3, the Company shall promptly take file with the SEC a shelf Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Qualified Holders from time to time in accordance with the methods of distribution elected by such steps Qualified Holders, subject to all applicable provisions of this Agreement. (iv) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form S-3, the Company shall promptly file with the SEC a Shelf Registration Statement on Form S-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as are necessary or the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Qualified Holders from time to time in accordance with the methods of distribution elected by such Qualified Holders. (v) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to prepare for the registration do so) include an unspecified amount of the Registrable Securities to be registered. Within fifteen (15) days after sold by unspecified Holders; if on the receipt date of such request, the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number aggregate amount of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject At any time, and from time to Section 3(ftime, (i) belowIM Holders holding at least a majority of the outstanding Registrable Securities held by the IM Holders (the “Initiating IM Holders”) may make a written request to the Company to register, and the Company shall register, in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), at the election of the Initiating IM Holders, on Form S-1 or any time after 6 months from similar long-form registration (a “Long-Form Registration”) and (ii) (x) the Initiating IM Holders, (y) CA Holders holding at least a majority of the outstanding Registrable Securities held by the CA Holders (the “Initiating CA Holders”) or (z) Sponsor Holders holding at least a majority of the outstanding Registrable Securities held by the Sponsor Holders (the “Initiating Sponsor Holders” and the Initiating Sponsor Holders, the Initiating IM Holders, or the Initiating CA Holders, individually as applicable, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act on Form S-3 or any similar short-form registration (other than a Shelf Registration), if such a short-form is then available to the Company (a “Short-Form Registration” and, together with a Long-Form Registration, a “Demand Registration”); provided, however, that the Company shall not be obligated to effect (A) more than three such Long-Form Registrations for such Initiating IM Holder(s) and (B) a Demand Registration if the applicable Initiating Holders propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of the consummation of an Initial Public Offering, each filing of the Designated Holders Registration Statement with respect to such Registrable Securities and including any Registrable Securities subject to any applicable over-allotment option) to the public of less than (other than x) $10,000,000.00 in the Individual Investors who, for case of a Long-Form Registration or (y) $5,000,000.00 in the case of a Short-Form Registration. For purposes of this Section 3the preceding sentence, shall be deemed to be part of any Demand two or more Registration Statements filed in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled response to one demand right for a Long-Form Registration shall be counted as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrationsone Long-Form Registration. Each request for a Demand Registration by an any Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, included and the intended method of disposition thereof thereof. Each of the Initiating IM Holders, the Initiating CA Holders and the jurisdictions in which registration is desired. Upon a request for a Demand RegistrationInitiating Sponsor Holders, as 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 (15) days after the receipt of such requestcase may be, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other no more than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand one Short-Form Registration rightsevery six months.

Request for Demand Registration. Subject to Section 3(f(i) below, at any time after 6 months from Following the first anniversary of the closing date of the consummation of an Initial Public OfferingIPO, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") Qualified Holder shall have the right to make one a written request in writing that from time to time (a “Demand Registration Request”) to the Company register for Registration of all or part of the Registrable Securities under held by that Qualified Holder (a “Demand Registration”); provided that any Person who is a Qualified Holder solely by virtue of clause (d) of the Act, and under the securities or blue sky laws definition of any jurisdiction designated by such holder or holders (each such registration under Qualified Holder may not make demand for an Underwritten Offering pursuant to either this Section 3(a3.1(a) that satisfies the requirements set forth in or Section 3(b3.2 below. (ii) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof Request shall specify (x) the aggregate amount of the Registrable Securities proposed to be soldregistered, (y) the intended method or methods of disposition thereof thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration. (iii) If a Demand Registration Request is for a Shelf Registration, and the jurisdictions in which registration Company is desired. Upon eligible to file a request for a Demand RegistrationRegistration Statement on Form S-3, the Company shall promptly take file with the SEC a shelf Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Qualified Holders from time to time in accordance with the methods of distribution elected by such steps Qualified Holders, subject to all applicable provisions of this Agreement. (iv) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form S-3, the Company shall promptly file with the SEC a Shelf Registration Statement on Form S-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as are necessary or the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Qualified Holders from time to time in accordance with the methods of distribution elected by such Qualified Holders. (v) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to prepare for the registration do so) include an unspecified amount of the Registrable Securities to be registered. Within fifteen (15) days after sold by unspecified Holders, if on the receipt date of such request, the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number aggregate amount of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f) belowTo the extent permitted by applicable law and regulations, at any time that the Company is not eligible to use Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities after [date that is 6 months from the date of this Agreement], the consummation of an Initial Public OfferingInitiating Holders may make a written request to the Company to register, each of and the Designated Holders Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the Individual Investors whoterms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations, (ii) a Demand Registration if the Initiating Holders propose to sell Registrable Securities in such Demand Registration at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date on which the Company receives the written request for such Demand Registration) to the public of less than $20,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities or (iii) any such Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8). For purposes of the preceding sentence, two or more Registration Statements related to the same offering by virtue of Rule 462(b) filed in response to one demand shall be counted as one Demand Registration. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than ninety days have passed since such postponement, the Initiating Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to all Designated Stockholders of its determination to postpone filing, shall be deemed to be part amending or supplementing a Registration Statement and of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company register Registrable Securities under the Actmay not postpone a filing, and under the securities amendment or blue sky laws of any jurisdiction designated by such holder or holders (each such registration supplement under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred due to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect Valid Business Reason more than three Demand Registrationsonce in any six-month period. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the type and amount of the Registrable Securities proposed to be sold, sold and 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsthereof.

Request for Demand Registration. Subject to Section 3(f(i) below, at any time after 6 months from Following the first anniversary of the Closing date of the consummation of an Initial Public OfferingIPO1, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") Qualified Holder shall have the right right, for itself or together with one or more other Qualified Holders, to make one a written request in writing that from time to time (a “Demand Registration Request”) to the Company register Corporation for Registration of all or part of the Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated held by such holder or holders that Qualified Holder (each such registration under this Section 3(aa “Demand Registration”). (ii) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof Request shall specify (x) the aggregate amount of the Registrable Securities proposed to be soldregistered, (y) the intended method or methods of disposition thereof thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) If a Demand Registration Request is for a Shelf Registration, and the jurisdictions Corporation is eligible to file a Registration Statement on Form S-3, the Corporation shall promptly file with the SEC a Shelf Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the Holders from time to time in which registration accordance with the methods of distribution elected by the Qualified Holders Beneficially Owning a majority of Registrable Securities participating in the Registration, subject to all applicable provisions of this Agreement. (iv) If the Demand Registration Request is desired. Upon a request for a Demand RegistrationShelf Registration and the Corporation is not eligible to file a Registration Statement on Form S-3, the Company Corporation shall promptly take file with the SEC a Shelf Registration Statement on Form S-1 or any other form that the Corporation is then permitted to use pursuant to Rule 415 under the Securities Act (or such steps other Registration Statement as are necessary or the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Qualified Holders Beneficially Owning a majority of Registrable Securities participating in the Registration. (v) If on the date of the Shelf Registration Request the Corporation is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15do so) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number an unspecified amount of Registrable Securities to be registeredsold by unspecified Holders. If on the date of the Shelf Registration Request the Corporation is not a WKSI, then the intended method Shelf Registration Request shall specify the aggregate amount of disposition thereof Registrable Securities to be registered and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated selling Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f) ------------------------------- below, at any time beginning six (6) months after 6 months from the date closing of the consummation of an Initial Public Offering, each purchase of the Designated Shares by the Company pursuant to the Option Agreement the Holders holding at least 25% of the Registrable Securities held by all of the Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the "Initiating Holder) (each an "INITIATING HOLDERHolders") shall have the right to make one may request in writing that the Company register registration of Registrable ------------------ Securities under the Act, and under the securities or blue sky laws of any jurisdiction jurisdictions designated by such holder or holders (each such a registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATIONDemand Registration"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, ------------------- in no event shall the Company be required to effect more than three one Demand RegistrationsRegistration. Each The request for a Demand Registration by an the Initiating Holder Holders in respect thereof 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such Such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders Stockholders other than the Designated Holders; PROVIDEDprovided, that such inclusion shall be permitted only to 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 Holder Holders exercising the Demand Registration rights.

Request for Demand Registration. Subject At any time commencing on or after the date that is the earlier to Section 3(foccur of (x) belowsixteen (16) months after the IPO Effectiveness Date or (y) 180 days after the Company becomes a reporting company under the Exchange Act, either (i) the General Atlantic Shareholders, (ii) the GE Shareholders or (iii) the Holders (excluding the General Atlantic Shareholders and the GE Shareholders) holding a minimum of twenty percent (20%) of the Registrable Securities then outstanding (the “Initiating Holders”) may make a written request to the Company to register, and the Company shall file a Registration Statement with respect to the number of Registrable Securities specified in such request (a “Demand Registration”); provided, however, that the Company shall not be obligated to effect (A) more than one Demand Registration within any 12-month period and more than two Demand Registrations for the General Atlantic Shareholders, one Demand Registration for the GE Shareholders and two Demand Registrations for the other Holders; (B) a Demand Registration for the GE Shareholders at any time after 6 months from before a Demand Registration for the General Atlantic Shareholders has been effected, unless one year has elapsed since the Company has become a reporting company under the Exchange Act and the Company is not then listed on a Recognized Stock Exchange outside of the United States; (C) a Demand Registration for any Holders who are not General Atlantic Shareholders or GE Shareholders at any time before a Demand Registration for the GE Shareholders has been effected and (D) a Demand Registration if the Initiating Holders propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of the consummation of an Initial Public Offering, each filing of the Designated Holders (other Registration Statement with respect to such Registrable Securities) to the public of less than the Individual Investors who, for US$10,000,000. For purposes of this Section 3the preceding sentence, shall be deemed to be part the filing of any Demand two or more Registration Statements in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled response to one demand right shall be counted as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three one Demand RegistrationsRegistration. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. Upon a request for a Demand Registration, The Company shall not be obligated to take any action pursuant to this Section 3.1 so long as the Company shall promptly take such steps as are necessary is eligible to use Form S-3 or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in F-3 or any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightssuccessor thereto.

Request for Demand Registration. Subject to the provisions of the Lock-up Agreements, subsections 2.1.4, 2.1.6 and Section 3(f) below2.3 hereof and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.6 outstanding covering the Registrable Securities, at any time and from time to time on or after 6 months from the date Closing, (i) the Holders of at least fifteen percent (15%) of the consummation then-outstanding number of an Initial Public OfferingRegistrable Securities or (ii) Cantor, each Odeon and their permitted designees (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand, a “Demand Registration”). The Company shall, within five (5) Business Days of the Designated Company’s receipt of the Demand Registration, notify, in writing, all other Holders (other than the Individual Investors whoof Registrable Securities of such demand, for purposes and each Holder of this Section 3, shall be deemed Registrable Securities who thereafter wishes to be part include all or a portion of any such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(aHolder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) that satisfies shall so notify the requirements set forth Company, in Section 3(bwriting, within five (5) is referred Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to herein as a "DEMAND REGISTRATION"); PROVIDEDthe Company, HOWEVER, that the Management Stockholders such Requesting Holder(s) shall only be entitled to one demand right have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall file a registration statement covering all Registrable Securiites with the SEC to effect Registration, as a groupsoon thereafter as practicable, and such Registration shall be declared effective by the SEC not more than thirty (30) days after the Company’s receipt of the Demand Registration requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Notwithstanding the foregoing, in Under no event circumstances shall the Company be required obligated to effect more than an aggregate of three Demand Registrations. Each request for (3) Registrations pursuant to a Demand Registration by an Initiating Holder in under this subsection 2.1.1 with respect thereof to any or all Registrable Securities; provided, however, that a Registration shall specify not be counted for such purposes unless a Registration Statement on Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”), or if available to the amount Company, a Registration Statement on Form S-3 or any similar short form registration statement that may be available at such time (“Form S-3”), has become effective and all of the Registrable Securities proposed requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 or S-3, as the case may be, Registration have been sold, the intended method in accordance with Section 3.1 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsthis Agreement.

Request for Demand Registration. Subject to the limitations set forth in the following paragraphs of this Section 3(f6.2: (i) below, The Holders of either (A) not less than a majority of all of the Heritage Securities at any time after 6 months from the date outstanding, or (B) at least twenty percent (20%) (on a Fully Diluted Basis) of the consummation amount of an Initial Public OfferingRegistrable Securities outstanding on the AGI Closing Date, each of as adjusted from time to time for splits, combinations and other recapitalizations (in either such case, the Designated Holders "Demanding Holders"), may at any time give to Holding a written request for the registration (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any a "Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDERRegistration") shall have the right to make one request in writing that the Company register Registrable Securities by Holding under the Act, and under the securities Securities Act of all or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount part of the Registrable Securities proposed held by such Demanding Holders. Within five business days after the receipt by Holding of any such written request, Holding shall give written notice of such request to be sold, all Holders of Registrable Securities. (ii) After the intended method receipt of disposition thereof and the jurisdictions in which registration is desired. Upon a written request for a Demand Registration, the Company (A) Holding shall promptly take be obligated to include in such steps as are necessary or appropriate to prepare for the registration Demand Registration all of the Registrable Securities with respect to be registered. Within fifteen (15) which Holding shall receive the written requests of the Holders thereof for inclusion in such Demand Registration, within 20 days after the receipt of such request, the Company date on which Holding shall give have given to all Holders a written notice thereof of registration request pursuant to Section 6.2(a)(i) of this Agreement, and (B) Holding shall use its best efforts in good faith to effect promptly the registration of all other Designated such Registrable Securities. All written requests made by Holders and include in such registration all of Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10pursuant to this Section 6.2(a)(ii) days prior to the filing of the registration statement. Each such request will also shall specify the number of Registrable Securities to be registered, registered and shall also specify the intended method of disposition thereof and the jurisdictions thereof. Such method of disposition shall, in which registration is desired. Subject to Section 3(d)any case, be an underwritten offering unless Holding, the Company Majority Heritage Holders, or, if different, the Majority Demanding Holders, mutually consent otherwise, none of which consents shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares unreasonably withheld or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsdelayed.

Request for Demand Registration. Subject to Section 3(f) belowTo the extent permitted by applicable law and regulations, at any time that the Company is not eligible to use Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities after 6 months from March 1, 2011, the date of Initiating Holders may make a written request to the consummation of an Initial Public OfferingCompany to register, each of and the Designated Holders Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the Individual Investors whoterms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations, (ii) a Demand Registration if the Initiating Holders propose to sell Registrable Securities in such Demand Registration at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date on which the Company receives the written request for such Demand Registration) to the public of less than $20,000,000 unless such Demand Registration includes all of the then-outstanding Registrable Securities or (iii) any such Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8). For purposes of the preceding sentence, two or more Registration Statements related to the same offering by virtue of Rule 462(b) filed in response to one demand shall be counted as one Demand Registration. In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any material financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law and (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than ninety days have passed since such postponement, the Initiating Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of this Section 3clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to all Designated Stockholders of its determination to postpone filing, shall be deemed to be part amending or supplementing a Registration Statement and of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company register Registrable Securities under the Actmay not postpone a filing, and under the securities amendment or blue sky laws of any jurisdiction designated by such holder or holders (each such registration supplement under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred due to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect Valid Business Reason more than three Demand Registrationsonce in any six-month period. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holders shall specify state the type and amount of the Registrable Securities proposed to be sold, sold and 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsthereof.

Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 3(f2, (A) below, any Investor Stockholders who collectively hold 50% or more of all Investor Registrable Securities may at any time after 6 months and from time to time pursuant to this subparagraph (i), make a written request for the date registration by the Company under the Securities Act of all or any part of the consummation of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Investor Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders Investor Stockholders (each such registration under this Section 3(abeing herein called a “Demand Registration”) that satisfies and (B) if the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the entire principal amount of the Registrable Convertible Note has been converted into Convertible Note Shares prior to the second anniversary hereof, B▇▇▇▇▇▇ may, subject to Section 2(b), make a written request for the registration by the Company under the Securities proposed to be sold, Act of such Convertible Note Shares (such registration being called herein a “Note Share Registration”). Within ten (10) days after the intended method receipt by the Company of disposition thereof and the jurisdictions in which registration is desired. Upon a any such written request for a Demand Registration, the Company shall promptly take will give written notice of such steps as are necessary or appropriate registration request to prepare for all Holders of Registrable Securities. (ii) Subject to the registration limitations contained in the following paragraphs of the Registrable Securities to be registered. Within fifteen (15) days this Section 2, after the receipt of such requestwritten request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration all Registrable Securities with respect to which the Company shall give receive from Holders of Registrable Securities, within thirty (30) days after the date on which the Company shall have given to all Holders a written notice thereof of registration request pursuant to all other Designated Section 2(a)(i) hereof, the written requests of such Holders and include for inclusion in such Demand Registration, and (B) the Company will use its best efforts in good faith to effect promptly the registration of all such Registrable Securities. All written requests made by Holders of Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten pursuant to this subparagraph (10ii) days prior to the filing of the registration statement. Each such request will also specify the number of shares of Registrable Securities to be registered, registered and will also specify the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsthereof.

Request for Demand Registration. Subject (a) At any time, and from time to Section 3(ftime, Designated Holders holding at least twenty five percent (25%) below, at any time after 6 months from the date of the consummation of an Initial Public Offering, each of outstanding Registrable Securities (the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the "Initiating Holder) (each an "INITIATING HOLDERHolders") shall have the right to make one request request, in writing writing, that the Company register file with the SEC a registration statement pursuant to Rule 415 of the 1933 Act (the "Shelf Registration Statement") on Form S-3 (or any successor form thereto), or if Form S-3 may not be used by the Company pursuant to applicable law, on Form S-1 (or any successor form thereto), with respect to the resale, from time to time, covering all, but not less than all, of the Registrable Securities under held by the ActDesignated Holders, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) provided that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to Designated Holders may not effect more than three Demand Registrations(3) registrations on Form S-1 pursuant to this Section 3.1. The Company shall file the Shelf Registration Statement no later than thirty (30) days following request from the Initiating Holders (such 30th day, the "Required Filing Date"). The Company shall give written notice of the filing of each of Shelf Registration Statements at least fifteen (15) days prior to filing each such Registration Statement to all Designated Holders and shall include in such Registration Statements all Registrable Securities of any Designated Holder that has delivered a written request to the Company to include its Registrable Securities 5 days prior to the filing date of the applicable Registration Statement. The disposition of Registrable Securities from the Shelf Registration Statement may occur, at any time, in one or more underwritten offerings, block transactions, broker transactions, at-market transactions or in such other manner or manners as may be specified by the applicable Designated Holders. Notwithstanding the above, if the Company is required to file the Registration Statement on a Form S-1, then the Company shall have sixty (60) days from the date of the request from the Initiating Shareholders to prepare and file the Registration Statement and the Required Filing Date shall be, in such case, the sixtieth (60th) day after the request from the Initiating Holders. (b) Each request for a Demand Registration by an Initiating Designated Holder shall be obligated to: (x) furnish to the Company in writing such information with respect thereof shall specify the amount of to such Designated Holder, the Registrable Securities proposed to be sold, held by it and the intended method of disposition thereof and of the jurisdictions in which registration is desired. Upon a request for a Demand RegistrationRegistrable Securities, the Company as shall promptly take such steps as are necessary or appropriate be reasonably required to prepare for effect the registration of the such Registrable Securities to be registered. Within fifteen and (15y) days after the receipt of shall timely execute such request, documents in connection with such registration as the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statementmay reasonably request. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof The Required Filing Dates listed above and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company resulting Required Effectiveness Dates shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only extended to the extent that it any delay is attributable to any failure on the part of any such Designated Holder to fulfill its obligations pursuant to and subject to the terms first sentence of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder exercising the Demand Registration rightsthis Section 3.1(b).

Request for Demand Registration. Subject to the provisions of subsection 2.1.7 and Section 3(f) below2.3 hereof, at any time and from time to time on or after 6 months from the Effective Date, if (a) the Shelf Registration Statement is not declared effective by the Commission on or prior to the date that is 180 days after the Effective Date or (b) at any time during the Shelf Registration Statement Effective Period, the Shelf Registration Statement is not available to the Holders (except for any unavailability resulting from information supplied by or on behalf of a Holder for use in the Shelf Registration Statement being incorrect or incomplete), any Demand Right Holder may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). Any such Demand Registration may (but shall not be required to be), at the election of the consummation of an Initial Public OfferingDemanding Holder, each be a shelf registration pursuant to Rule 415 (or any successor rule promulgated thereafter by the Commission). The Company shall, within ten (10) days of the Designated Company’s receipt of the Demand Registration, notify, in writing, all other Demand Right Holders (other than of Registrable Securities and all Daseke Former Series B Holders of Registrable Securities of such demand, and each such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(aHolder, a “Demand Registration Requesting Holder”) that satisfies shall so notify the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoingCompany, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount of the Registrable Securities proposed to be soldwriting, 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 within five (155) days after the receipt by such Holder of such request, the notice from the Company. Upon receipt by the Company of any such written notification from a Demand Registration Requesting Holder to the Company, such Holder shall give written notice thereof be entitled, subject to all other Designated Holders subsection 2.1.7 and include in such registration all Section 2.3 hereof, to have their Registrable Securities held by included in a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made Registration Statement pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held and the Company shall file a Registration Statement relating thereto within thirty (30) days after receipt by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsand shall cause such Registration Statement to become effective as soon thereafter as reasonably practicable, providing for the Registration of all Registrable Securities requested by the Demanding Holders and Demand Registration Requesting Holders pursuant to such Demand Registration. The number of Registrations pursuant to a Demand Registration that the Demand Right Holders may initiate pursuant to the first sentence of this Section 2.1.4 shall be limited, (i) in the case of ▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Group (taken together), to a total of two (2) (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by such Demand Right Holders pursuant to Section 2.1.3), and (ii) in the case of the other Daseke Demanding Holders, the PIPE Demanding Holders or the Pre-IPO Demanding Holders, to one (1) each (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by any such Demand Right Holders pursuant to Section 2.1.3); provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Demand Registration. Subject to Section 3(f) belowthe provisions of this Agreement, beginning on the date 120 days after the Effective Date, RAM, on behalf of itself and/or one or more of its Affiliates, or any Permitted Transferee that is a Holder (each a "REQUESTING HOLDER"), at any time after 6 months from may deliver to the date of the consummation of an Initial Public OfferingCompany one or more written requests (each, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an a "INITIATING HOLDERDEMAND REQUEST") shall have the right to make one request in writing that the Company register effect the registration under the Securities Act of the offer and sale of that number of Registrable Securities under requested and owned, beneficially or of record, by the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders Requesting Holder(s) (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDEDprovided, HOWEVERhowever, that the Management Stockholders Company shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company not be required to effect (i) more than three two Demand Registrations. Each request for a Registrations in any 12-month period or (ii) any Demand Registration in which the Registrable Securities requested to be included in such registration (x) comprise less than the number of shares that could be sold without registration within a three-month period pursuant to the provisions of Rule 144(e)(1) or (y) have an aggregate fair market value of less than $20,000,000, as determined by an Initiating Holder in respect thereof shall specify reference to the amount closing price of the Registrable Securities proposed on the date of delivery of such Demand Request on the principal national securities exchange on which the Registrable Securities are listed or, if not then listed on a national securities exchange, on the Nasdaq Stock Market or in the over the counter market. Subject to be soldthe provisions of this Agreement, the intended method within 60 days after receipt of disposition thereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, Request (the "REQUIRED FILING DATE") the Company shall promptly take file a registration statement on such steps appropriate form under the Securities Act as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held determined by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only and reasonably acceptable to the extent that it is Requisite Requesting Holders (such acceptance not to be unreasonably withheld) for the offer and sale of such Registrable Securities as may be requested in any such Demand Request together with any other Registrable Securities as may be requested to be included by Joining Holders pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder exercising the Demand Registration rightsSection 2.

Request for Demand Registration. Subject to the limitations set forth in the following paragraphs of this Section 3(f6.2: (i) below, The Holders of either (A) not less than a majority of all of the Heritage Securities at any time after 6 months from the date outstanding, or (B) at least twenty percent (20%) (on a Fully Diluted Basis) of the consummation amount of an Initial Public OfferingRegistrable Securities outstanding on the AGI Closing Date, each of as adjusted from time to time for splits, combinations and other recapitalizations (in any such case, the Designated Holders "Demanding --------- Holders"), may at any time give to Holding a written request for the ------- registration (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any a "Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDERRegistration") shall have the right to make one request in writing that the Company register Registrable Securities by Holding under the Act, and under the securities Securities Act of ------ ------------ all or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount part of the Registrable Securities proposed held by such Demanding Holders. Within five business days after the receipt by Holding of any such written request, Holding shall give written notice of such request to be sold, all Holders of Registrable Securities. (ii) After the intended method receipt of disposition thereof and the jurisdictions in which registration is desired. Upon a written request for a Demand Registration, the Company (A) Holding shall promptly take be obligated to include in such steps as are necessary or appropriate to prepare for the registration Demand Registration all of the Registrable Securities with respect to be registered. Within fifteen (15) which Holding shall receive the written requests of the Holders thereof for inclusion in such Demand Registration, within 20 days after the receipt of such request, the Company date on which Holding shall give have given to all Holders a written notice thereof of registration request pursuant to Section 6.2(a)(i) of this Agreement, and (B) Holding shall use its best efforts in good faith to effect promptly the registration of all other Designated such Registrable Securities. All written requests made by Holders and include in such registration all of Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10pursuant to this Section 6.2(a)(ii) days prior to the filing of the registration statement. Each such request will also shall specify the number of Registrable Securities to be registered, registered and shall also specify the intended method of disposition thereof and the jurisdictions thereof. Such method of disposition shall, in which registration is desired. Subject to Section 3(d)any case, be an underwritten offering unless Holding, the Company Majority Heritage Holders, or, if different, the Majority Demanding Holders, mutually consent otherwise, none of which consents shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares unreasonably withheld or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightsdelayed.

Request for Demand Registration. Subject to Section 3(f) ------------------------------- below, at any time after 6 months from the date Designated Holders holding at least 25% of the consummation of an Initial Public Offering, each Registrable Securities held by all of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER---------- HOLDERS") shall have the right to make one may request in writing that the Company register registration of Registrable Securities ------- under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND ------ REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be ------------ required to effect more than three Demand Registrations. Two or more registrations filed in response to one demand shall be counted as one registration statement. Each request for a Demand Registration by an the Initiating Holder Holders in respect thereof 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders Stockholders other than the Designated Holders; PROVIDEDprovided, that such inclusion shall be permitted only to 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 Holder Holders exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 months from the date Closing Date until the fifth (5th) anniversary of the consummation Closing Date, any holder or holders of an Initial Public Offering, each greater than twenty-five percent (25%) of the Designated Holders outstanding Registrable Securities (the "Initiating Holder(s)") may make a written request to the Company to register, under the Securities Act (other than the Individual Investors who, for purposes of this Section 3, shall be deemed pursuant to be part of a Registration Statement on Form S-4 or S-8 or any Demand Registration in which Whitney is the Initiating Holdersuccessor form thereto) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Act, and under the securities or "blue sky sky" laws of any jurisdiction designated by such holder or holders (each a "Demand Registration"), the number of Registrable Securities stated in such registration under request; provided, however, that the Company shall not be obligated to effect more than two (2) Demand Registrations pursuant to this Section 3. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within ninety (90) that satisfies days of the requirements set forth time of such request, a registered public offering or is engaged in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoingany other activity which, in no event shall the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the serious detriment of the Company, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of six (6) months from the effective date of such offering or the date of completion of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect more than three Demand Registrationsany registration within ninety (90) days after the effective date of any other Registration Statement of the Company. Each request for a Demand Registration by an the Initiating Holder in respect thereof Holder(s) shall specify state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f(i) below, at any time after 6 months from Following the first anniversary of the Closing date of the consummation of an Initial Public OfferingIPO, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") Qualified Holder shall have the right right, for itself or together with one or more other Qualified Holders, to make one a written request in writing that from time to time (a “Demand Registration Request”) to the Company register Corporation for Registration of all or part of the Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated held by such holder or holders that Qualified Holder (each such registration under this Section 3(aa “Demand Registration”). (ii) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof Request shall specify (x) the aggregate amount of the Registrable Securities proposed to be soldregistered, (y) the intended method or methods of disposition thereof thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) If a Demand Registration Request is for a Shelf Registration, and the jurisdictions Corporation is eligible to file a Registration Statement on Form S-3, the Corporation shall promptly file with the SEC a Shelf Registration Statement on Form S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the Holders from time to time in which registration accordance with the methods of distribution elected by the Qualified Holders Beneficially Owning a majority of Registrable Securities participating in the Registration, subject to all applicable provisions of this Agreement. (iv) If the Demand Registration Request is desired. Upon a request for a Demand RegistrationShelf Registration and the Corporation is not eligible to file a Registration Statement on Form S-3, the Company Corporation shall promptly take file with the SEC a Shelf Registration Statement on Form S-1 or any other form that the Corporation is then permitted to use pursuant to Rule 415 under the Securities Act (or such steps other Registration Statement as are necessary or the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected by the Qualified Holders Beneficially Owning a majority of Registrable Securities participating in the Registration. (v) If on the date of the Shelf Registration Request the Corporation is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15do so) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number an unspecified amount of Registrable Securities to be registeredsold by unspecified Holders. If on the date of the Shelf Registration Request the Corporation is not a WKSI, then the intended method Shelf Registration Request shall specify the aggregate amount of disposition thereof Registrable Securities to be registered and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated selling Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f) belowAny Designated Holder may, at any time, make a written request to the Company to register, under the Securities Act on any form for which the Company then qualifies and deems appropriate (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) any Demand Registration for less than an aggregate of US$10,000,000 in Registrable Securities, (ii) more than two (2) Demand Registrations (including any F-3 Registrations pursuant to Section 5 hereof) during any calendar year for any Designated Holder or (iii) in any case, more than four (4) Demand Registrations (including any F-3 Registrations pursuant to Section 5 hereof) in total under this Agreement, provided, further, that any Designated Holder shall not be entitled to request any Demand Registration after the fourth anniversary of the date hereof. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Registration Statement. If at the time after 6 months of any request to register Registrable Securities pursuant to this Section 3(a), the Board of Directors makes a good faith determination that the filing of such Registration Statement would adversely affect the Company and its shareholders, as a whole, in any material respect, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of 90 days from the date of the consummation of an Initial Public Offering, each receipt of the Designated Holders (other than the Individual Investors whoDemand Registration; provided, for purposes of this Section 3however, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") shall have the right to make one request in writing that the Company register Registrable Securities under the Actshall not exercise such right to delay a request more than two times or for more than a total of 90 days during any period of 365 days. In addition, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company shall not be required to effect more than three Demand Registrationsany registration within 180 days after the effective date of any other Registration Statement of the Company. Each request for a Demand Registration by an Initiating the Designated Holder in respect thereof shall specify state the amount of the Registrable Securities proposed to be sold, sold and the intended method of disposition thereof and the jurisdictions in which registration is desiredthereof. Upon a request for a Demand Registration, the Company shall use its commercially reasonable efforts to promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rights.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 during the eighteen ------------------------------- (18) month period commencing six (6) months from the date initial Close, subject to extension as provided in Section 7.5 hereof, the Holders holding more than 50% of the consummation of an Initial Public Offering, each Registrable Securities then held by all of the Holders may make a written request for registration (such Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be making such request being deemed to be part of any Demand Registration in which Whitney is the "Initiating Holder) (each an "INITIATING HOLDERHolders") shall have the right to make one request in writing that the Company register of Registrable Securities under the 1933 Act, and under the securities or blue sky laws of any jurisdiction reasonably designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATIONDemand Registration"); PROVIDEDprovided, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company VGT will not be required to effect more than three two (2) Demand RegistrationsRegistrations at the request of the Holders pursuant to this Section 7.3. Each Such request for a Demand Registration by an Initiating Holder in respect thereof 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 VGT shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. Within fifteen (15) 15 days after the receipt of such request, the Company VGT shall give written notice thereof to all other Designated Holders holding Registrable Securities (the "Non-Initiating Holders") and include in such registration all Registrable Securities held by a Designated Holder from whom the Company with respect to which VGT has received a written request requests for inclusion therein at least ten (10) within 15 days prior to the filing of the registration statementreceipt by such Designated Holder of such written notice. Each such request will also shall specify the number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject Unless Designated Holders holding the majority of the Registrable Securities to Section 3(dbe included in the Demand Registration consent in writing, no other party, including VGT (but not including any other Designated Holder), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the offer securities under any such Demand Registration rightsRegistration.

Request for Demand Registration. Subject to Section 3(f) below, at At any time after 6 months from the date hereof, the holders of 25.0% of the consummation of outstanding Registrable Securities (determined on an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holderas-converted basis) (each an the "INITIATING HOLDERStockholders") shall have may make a written request (the right to make one request in writing that the Company register "Demand Notice") for registration of Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATIONDemand Registration"); PROVIDED, HOWEVERprovided, that the Management Stockholders shall only Company will not be entitled required to one demand right as a group. Notwithstanding effect any Demand Registration pursuant to this Section 13.2(a) in which the foregoingaggregate anticipated proceeds to the holders requesting such registration is less than $3,000,000 but will be required to effect an unlimited number of Demand Registrations in which the anticipated aggregate proceeds to the selling holders equal or exceed $3,000,000; provided, in no event shall further, that the Company will not be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder one registration pursuant to this section in respect thereof 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 desiredany six-month period. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate use its best efforts to prepare and file with the SEC, as soon as reasonably practicable, a registration statement for the registration an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act (or any successor rule or similar provision then in effect) (a "Shelf Registration Statement") registering the resale from time to time by the Stockholders thereof of their Registrable Securities to be registered(the "Demand Shelf Registration"). Within fifteen (15) days after the receipt of such requestthe Demand Notice, the Company shall give written notice thereof to all other Designated Holders holders holding Registrable Securities and include in such registration all Registrable Securities held by a Designated Holder from whom holder thereof with respect to which the Company has received a written request requests for inclusion therein at least ten (10) days prior to the filing of the registration statementDemand Shelf Registration. Each such request will also specify the number of Registrable Securities to be registeredThe Company represents and warrants that, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d)except as set forth on Schedule 13.2, the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders no Person (other than the Designated Holders; PROVIDEDholders of Series A Stock) currently is, and covenants that such inclusion no Person shall be permitted only ever be, entitled to 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 Holder exercising the piggy-back registration rights on any Demand Registration rightsunder this Section 13.2.

Request for Demand Registration. Subject to Section 3(f(a) below, at At any time on or after 6 months from the date first Closing Date, if there is no effective Shelf Registration Statement covering all Registrable Securities, one or more of the consummation of an Initial Public Offering, each of the Designated Holders (other than the Individual Investors who, for purposes of this Section 3, shall be deemed to be part of any Demand Registration in which Whitney is the Initiating Holder) (each an "INITIATING HOLDER") Sea Trade Parties shall have the right to make one a written request in writing that (a “Demand Registration Request”) to the Company register Registrable Securities under the Act, and under the securities or blue sky laws for Registration of any jurisdiction designated by such holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "DEMAND REGISTRATION"); PROVIDED, HOWEVER, that the Management Stockholders shall only be entitled to one demand right as a group. Notwithstanding the foregoing, in no event shall the Company be required to effect more than three Demand Registrations. Each request for a Demand Registration by an Initiating Holder in respect thereof shall specify the amount all of the Registrable Securities proposed held by them. Any such Registration pursuant to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration Request shall hereinafter be referred to as a “Demand Registration, .” (b) A Demand Registration Request shall specify (x) 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 (15) days after the receipt of such request, the Company shall give written notice thereof to all other Designated Holders kind and include in such registration all Registrable Securities held by a Designated Holder from whom the Company has received a written request for inclusion therein at least ten (10) days prior to the filing of the registration statement. Each such request will also specify the number aggregate amount of Registrable Securities to be registered, and (y) the intended method or methods of disposition thereof and the jurisdictions in which registration is desired. thereof. (c) Subject to Section 3(d)3.1.2, upon receipt of a Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (a “Demand Registration Statement”) relating to such Demand Registration, and use its commercially reasonable efforts to cause such Demand Registration Statement to be entitled promptly declared effective under the Securities Act. Registrations under this Section 3.1 shall be on such appropriate registration form of the SEC (i) as shall be selected by the Sea Trade Parties for which registration was requested in the Demand Registration Request, and (ii) which shall be available for the sale of Registrable Securities in accordance with the intended method or methods of disposition specified in the requests for registration; provided, however, that if the Company is not then eligible to register such sale of the Registrable Securities on Form F-3, such registration shall be on Form F-1 or another appropriate form. The Company agrees to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares such Registration Statement all information that any selling Sea Trade Party may reasonably request upon advice of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders; PROVIDED, that such inclusion shall be permitted only to 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 Holder exercising the Demand Registration rightscounsel.