Common use of Requests for Registration Clause in Contracts

Requests for Registration. If and only if (i) the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registration.

Requests for Registration. If and only if (i) Subject to the Company has failed following paragraphs of this Section 3(a), on or after the 180th day following the Initial Public Offering, a Demand Party shall have the right, by delivering a written notice to cause the Corporation, to become effectiverequire the Corporation to register, directly or maintain the effectiveness ofindirectly, either the Series B Registration Statement or the Warrant Registration Statement in accordance with and pursuant to the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to the terms of this Section 4(a) shall not exceed oneAgreement (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that a Demand Notice may only be made prior to the expiration of the Coordination Committee if previously approved in determining writing by the number Coordination Committee; provided, further that, the Corporation shall not be obligated to file a Registration Statement relating to any registration request under this Section 3(a) within a period of 180 days after the effective date of any other Registration Statement relating to any registration request under this Section 3(a) (except if the underwriters shall require a longer period, but in any event no more than 270 days). Following receipt of a Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Notice for a Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with this Section 3(a), the provisions Corporation shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (ii) No Demand Registration shall be deemed to have occurred for purposes of this Agreement without materially and adversely affecting Section 3 if the success of such offering, Registration Statement relating thereto (2x) any Demand Registration that does not become effective or effective, (y) is not maintained effective for the period required pursuant to this Section 4(b3, or (z) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. (iii) Within 10 days after receipt by the Corporation of a Demand Notice in accordance with this Section 3(a), the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, unless include in such registration all Registrable Securities with respect to which the case Corporation received written requests for inclusion therein within 15 days after such Notice is given by the Corporation to such holders. (iv) All requests made pursuant to this Section 3 will specify the number of this clause Registrable Securities to be registered and the intended methods of disposition thereof. (2v) such The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration does not become for a period of at least 180 days after the effective after being filed by date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the Company solely by reason of the refusal to proceed by period the holders of Registrable Securities unless (i) are required to refrain from selling any securities included in such Registration Statement at the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders request of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder Corporation or an underwriter of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold Corporation pursuant to the Demand Registrationprovisions of this Agreement.

Requests for Registration. If and only if At any time after the Effective Date, the Investor may request (i) registration under the Company has failed to cause to become effective, Securities Act of all or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders any portion of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) on Form S-3 or any similar short-form registration (a “Full Underwriter CutbackShort-Form Registration”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective), thenif available, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause and (ii) above, during registration under the 60-day period following Securities Act of all or any Full Underwriter Cutback, or, in portion of the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver held by such Requesting Holder on Form S-1 or similar long-form registration (a Demand Notice to require the Company to register“Long-Form Registration”) if Short-Form Registration is not available (any registration under this Section 3(b), in accordance with Section 4(b) (a “Demand Registration”); provided, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include either (x) securities with a total offering price (including piggyback shares and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $50 million or (y) all remaining Registrable Securities. The Investor may request that any offering conducted under and in accordance with a Long-Form Registration or a Short-Form Registration be underwritten. All requests for Demand Registrations shall be made by giving written notice to the provisions of Company (the Securities Act “Demand Registration Notice”). Each Demand Registration Notice shall specify (i) whether such Demand Registration shall be an underwritten offering, (ii) the approximate number of Registrable Securities requested proposed to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3iii) any the expected price range (net of underwriting discounts and commissions) of such Demand Registration in connection with Registration. The Investor shall have the right to select the investment banker(s) and manager(s) to administer the offering (which any other shareholder shall consist of one or more reputable nationally recognized investment banks), subject to the approval of the Company exercises a right of first refusal Company, which it may otherwise have and purchases all the stock registered and to shall not be sold pursuant to the Demand Registrationunreasonably withheld, conditioned or delayed.

Requests for Registration. If At any time following the one (1) year anniversary of the date hereof, each of Trident, JCF and only if DS (ieach, a "Requesting Holder") shall respectively be entitled to make requests in writing that the Company has failed effect the registration of all or any part of the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to cause make three (3) such Registration Requests, JCF shall be entitled to become effectivemake two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or maintain similar transaction) (the effectiveness of"Initial Request"); provided, either further, that Trident shall give the Series B Company at least 30 days prior written notice of its intent to exercise the Initial Request. As promptly as reasonably practicable after its receipt of any Registration Statement or Request, other than the Warrant Registration Statement Initial Request, but in any event within seven (7) days of such request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the terms provisions of this Agreement, all Registrable Securities that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the Company given within ten (ii10) Business Days after the holders date the Company has given such Holders notice of the Registrable Securities have requested Registration Request; provided, that the Company will not be required to participate in effect a Piggyback Registration, but such requested participation has been reduced to zero registration pursuant to this Section 5(b1(a) (a “Full Underwriter Cutback”) or (iii) either unless the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case aggregate number of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting shares proposed to be registered constitutes at least 5the lesser of (x) 25% of the total number of Registrable Securities then outstanding will have held by the right to deliver a Demand Notice to require Requesting Holder on the Company to register, date hereof (or 15% in accordance with Section 4(bthe case of an Initial Request) or (a “Demand Registration”), under and in accordance with the provisions of the Securities Act the number of Registrable Securities requested to be so registered (but not less than 5y) 10% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; providedheld by all Holders on the date hereof, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration or if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in then outstanding is less than such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offeringamount, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders all of the Registrable Securities elect then outstanding. The Company will not be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in the Initial Request any securities other than Registrable Securities owned by Trident without Trident's prior written consent. Except if expressly prohibited by applicable law, the Company will pay all Registration Expenses incurred in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold registration pursuant to the Demand Registrationthis Section 1.

Requests for Registration. If Subject to the terms and only conditions of this Agreement, if the Resale Shelf Registration Statement is not available, each of (i) the Company has failed to cause to become effectiveConversant Investors, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, and (ii) the holders Silk Investors may request registration under the Securities Act of the all or any portion of their Registrable Securities have requested to participate in on Form S-3 (including a Piggyback Registration, but such requested participation has been reduced to zero shelf registration pursuant to Section 5(bRule 415) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to the Company (a “Full Underwriter CutbackShort-Form Registration”) or, if Form S-3 is not available, on Form S-1 or other long-form registration statement (iiia “Long-Form Registration”) either in accordance with Section 2(c) and Section 2(b) below (any such request pursuant to this Section 2(a) is referred to herein as a “Demand Registration Request,” and the Series B registration so requested is referred to herein as a “Demand Registration” (and with respect to any Demand Registration, the Investor Party making such demand for registration being referred to as the “Registration Initiating Investor Party”)). The Company shall effect any such Demand Registration as soon as reasonably practicable after delivery of such Demand Registration Request and, in any event, the Company shall be required to make the initial filing of the Registration Statement or within 60 days following receipt of the Warrant Registration Statement is no longer effective, then, Initiating Investor Party’s Demand Registration Request in the case of clause (i) above, until a Short-From Registration or within 90 days following receipt of the Series B Registration Statement or the Warrant Initiating Investor Party’s Demand Registration Statement, as the case may be, is declared effective, or, Request in the case of clause (ii) above, during a Long-Form Registration. Any Demand Registration Request shall specify the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act the approximate number of Registrable Securities requested to be so registered (but not less than 5% by the Registration Initiating Investor Party and the intended method of the total number distribution. Following receipt of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any a Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering Request in accordance with this Section 2(a), the provisions of this Agreement without materially and adversely affecting the success of Company shall use its reasonable best efforts to cause such offering, (2) any Demand Registration that does not Statement to become effective or under the Securities Act as promptly as practicable after the filing thereof (if such Registration Statement is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand an Automatic Shelf Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand RegistrationStatement).

Requests for Registration. If and only if (i) Subject to the following paragraphs of this Section 2(a), the Requisite Investors shall have the right by delivering a written notice to the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter CutbackDemand Notice”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered (but not less than 5% pursuant to the terms of this Agreement and, in the total case of an initial Public Offering, a number of Registrable Securities then outstandingshares of Common Stock specified by such group of Requisite Investors to be issued and sold in the initial Public Offering (a “Demand Registration”). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; provided, however, that in determining the number of a Demand Registrations to which the holders of Registrable Securities are entitled there shall Notice may only be excluded (1) any Demand Registration that is an underwritten registration made if the managing underwriter or underwriters have advised sale of the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds registered by such group of Requisite Investors and/or, in the case of an initial Public Offering, the sale of the number of Registrable shares of Common Stock specified by such group of Requisite Investors to be issued in the initial Public Offering is reasonably expected to result in aggregate gross cash proceeds in excess of $200,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 60 days after such Demand Notice (in the case of an initial Public Offering), and 30 days after such Demand Notice (in the case of any Public Offering other than an initial Public Offering), and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities that can Act as promptly as practicable after the filing thereof. No Demand Registration shall be sold in such offering in accordance with the provisions deemed to have occurred for purposes of this Agreement without materially and adversely affecting Section 3 if the success of such offering, Registration Statement relating thereto (2i) any Demand Registration that does not become effective or (ii) is not maintained effective for the period required pursuant to this Section 4(b2, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period in which case such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration, as the case may be, in lieu thereof. Within 10 days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 2(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after such Notice is given by the Company to such holders. Notwithstanding anything to the contrary in this Agreement, unless otherwise consented to by the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the shares of Common Stock held by the Investors (including indirect holdings through Holdings)), in connection with a Demand Notice for an initial Public Offering, the Company shall not be required to deliver any Demand Notice or Piggyback Notice nor include in such registration any Registrable Securities if the initial Public Offering involves only a primary offering of the Common Stock in which none of the Family Investor or the Sponsor Investors are selling shares of Common Stock beneficially owned by them. All requests made pursuant to this Section 2 will specify the number of Registrable Securities to be registered and/or, in the case of this clause (2) such Demand Registration does not become effective after being filed by an initial Public Offering, the number of shares of Common Stock to be issued and the intended methods of disposition thereof. The Company solely by reason shall be required to maintain the effectiveness of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter Registration Statement with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration for a period of at least 270 days after the effective date thereof or such shorter period in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise all Registrable Securities included in such Registration Statement have and purchases all the stock registered and to be sold pursuant to the Demand Registrationactually been sold.

Requests for Registration. If Subject to Section 3.3, and only if further subject to the availability of a registration statement on Form S-3 (i“Form S-3”) to the Company, the Company has failed shall, upon the written request from the Stockholder, agree to cause to become effectiveregister some or all of the Stockholder’s Registrable Securities, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance file with the terms of this Agreement, (ii) Commission a registration statement on Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the holders Securities Act relating to the offer and sale of the Registrable Securities have requested by the Stockholder and, thereafter, shall use its reasonable best efforts to participate in a Piggyback Registrationcause such registration statement to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof. Within ten days after receipt of any such request, but the Company shall give written notice of such requested participation has been reduced Registration to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the all other holders of Registrable Securities constituting at least 5% and shall include in such Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the total number Company’s notice; provided, however, that no holder of Registrable Securities then outstanding will shall be entitled to have the right to deliver Registrable Securities held by it covered by such registration statement unless such holder has made a Demand Notice to require written request, which request specifies the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act the approximate number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding)registered. The number of Demand Registrations Registration requested pursuant to this Section 4(a3.1 is referred to herein as a “Resale Registration”. Each holder of Registrable Securities shall be entitled to an unlimited number of Resale Registrations so long as it is an affiliate (as such term is used in the Securities Act) shall not exceed oneof the Company; provided, howeverthat the Company shall not be required to effect more than two Resale Registrations within any twelve-month period; provided, further, that in determining the number of Demand Registrations Company agrees to which the holders of deregister any Registrable Securities are entitled there shall be excluded (1) included in a Resale Registration if so requested by any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success holder of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand RegistrationSecurities.

Requests for Registration. If and only if (i) the Company has failed Subject to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms and conditions of this Agreement, (iifollowing the Restricted Period Termination Date, if the Resale Shelf Registration Statement is not available, any Investor Party(ies) the holders representing more than 50% of the Registrable Securities have requested to participate in may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a Piggyback Registration, but such requested participation has been reduced to zero shelf registration pursuant to Section 5(bRule 415) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to the Company (a “Full Underwriter CutbackShort-Form Registration”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause if Form S-3 is not available, on Form S-1 or other long-form registration statement (iia “Long-Form Registration”) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b2(d) and Section 2(b) below (a “Demand Registration”). The Company shall effect any such Demand Registration as soon as reasonably practicable after delivery of such request and, under and in accordance with any event, the provisions Company shall be required to make the initial filing of the Securities Act Registration Statement within 60 days following receipt of the Investor Party’s request in the case of a Short-From Registration or within 90 days following receipt of the Investor Party’s request in the case of a Long-Form Registration. Any request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be so registered (but not less than 5% by each Investor Party and the intended method of the total number distribution. Following receipt of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any a request for a Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with this Section 2(a), the provisions of this Agreement without materially and adversely affecting the success of Company shall use its reasonable best efforts to cause such offering, (2) any Demand Registration that does not Statement to become effective or under the Securities Act as promptly as practicable after the filing thereof (if such Registration Statement is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand an Automatic Shelf Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand RegistrationStatement).

Requests for Registration. If Subject to the provisions of this Article VI, the holders of a majority of THL Securities that constitute Registrable Securities shall have the right from and only if following the earlier of (i) the Company has failed to cause to become effective, third anniversary of the Closing Date or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) 180 days following the holders consummation of the first Public Offering (the "THL Demand Right") to request registration under the Securities Act of all or any portion of the Registrable Securities have requested held by the THL Holders and the THL Limited Partners (the "Requesting THL Holders") by delivering a written notice to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% principal business office of the total number of Registrable Securities then outstanding will have Company, which notice identifies the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under Requesting Holders and in accordance with the provisions of the Securities Act specifies the number of Registrable Securities requested to be so registered included in such registration (but not less than 5% the "Registration Request"). Subject to the provisions of this Article VI, from and following the initial exercise by the Requesting THL Holders of a THL Demand Right, RGHI shall have the right (the "RGHI Demand Right") to request registration under the Securities Act of all or any portion of the total number of Registrable Securities then outstandingheld by RGHI by delivering a Registration Request to the principal business office of the Company. Subject to the restrictions set forth in Section 6.1(d). The number , the Company will give prompt written notice of Demand Registrations pursuant any Registration Request (the "Registration Notice") to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the all other holders of Registrable Securities are entitled there shall be excluded and will thereupon use its commercially reasonable efforts to effect the registration (1a "Demand Registration") under the Securities Act on any Demand Registration that is an underwritten registration if form available to the managing underwriter or underwriters have advised Company of: (i) the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds registered by the number of Requesting THL Holders or RGHI, as applicable; and (ii) all other Registrable Securities that can of the same type and class which the Company has received a written request to register within 30 days after the Registration Notice is given and any securities of the Company proposed to be sold included in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed registration by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationfor its own account.

Requests for Registration. If and only if (i) Subject to the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms provisions of this AgreementArticle II, (ii) the holders any Holder or group of the Registrable Securities have requested to participate in Holders may at any time make a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) written request (a “Full Underwriter CutbackDemand Request”) or (iii) either for registration under the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders Securities Act of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”). Such Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. Newmark shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under and the provisions of this Agreement, use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, for disposition in accordance with the provisions of intended method or methods set forth therein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities Act are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities requested to be so registered (but not less sold is greater than 5% the amount that can be offered without adversely affecting the success of the total number offering (taking into consideration the interests of Registrable Securities Newmark and the Holders), then outstanding). The number of Demand Registrations pursuant Newmark will be entitled to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds reduce the number of Registrable Securities that included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such offering registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the provisions method or methods of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationdisposition stated therein.

Requests for Registration. If and only if (i) Subject to the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms provisions of this AgreementArticle II, (ii) the holders any Holder or group of the Registrable Securities have requested to participate in Holders may at any time make a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) written request (a “Full Underwriter CutbackDemand Request”) or (iii) either for registration under the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders Securities Act of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”). Such Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. ▇▇▇▇ shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under and the provisions of this Agreement, use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, for disposition in accordance with the provisions intended method or methods set forth therein as promptly as possible following receipt of a Demand Request; provided, that if the managing underwriter(s) for a Demand Registration in which Registrable Securities Act are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise ▇▇▇▇ that, in its reasonable opinion, the number of Registrable Securities requested to be so registered (but not less sold is greater than 5% the amount that can be offered without adversely affecting the success of the total number offering (taking into consideration the interests of Registrable Securities ▇▇▇▇ and the Holders), then outstanding). The number of Demand Registrations pursuant ▇▇▇▇ will be entitled to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds reduce the number of Registrable Securities that included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such offering registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of ▇▇▇▇ Common Stock proposed to be registered for offer and sale by ▇▇▇▇; and third, shares of ▇▇▇▇ Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of ▇▇▇▇ other than any Holder. ▇▇▇▇ shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) ninety (90) days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the provisions method or methods of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationdisposition stated therein.

Requests for Registration. If and only if (i) Commencing 180 days after the Company has failed to cause to become effectiveInitial Public Offering, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will each Qualified Holder Group shall have the right by delivering a written notice to deliver a the Company (the “Demand Notice Notice”) to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to the terms of this Section 4(a) shall not exceed oneAgreement (a “Demand Registration”); provided, however, that in determining except for a Demand Notice relating to the number of Management Demand Registrations to which the holders of Registrable Securities are entitled there shall (defined below), a Demand Notice may only be excluded (1) any Demand Registration that is an underwritten registration made if the managing underwriter or underwriters have advised sale of the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds registered by such Qualified Holder Group is reasonably expected to result in aggregate gross cash proceeds in excess of $20,000,000. Following receipt of a Demand Notice for a Demand Registration, the number Company shall use its commercially reasonable efforts to file a Registration Statement as promptly as practicable after such Demand Notice, and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Management Qualified Holders shall be entitled collectively to a maximum of Registrable Securities that can one Demand Registration (the “Management Demand”) and the Yorktown Qualified Holders shall be sold in such offering in accordance with the entitled collectively to a maximum of three Demand Registrations. Notwithstanding any other provisions of this Agreement without materially and adversely affecting the success of such offeringSection 3, in no event shall more than one (21) any Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 120 days after the effective date of a Registration Statement filed by the Company; provided that no Demand Registration may be prohibited for such 120-day period more often than once in a twelve-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 4(b3(a), in which case the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, unless include in such registration all Registrable Securities with respect to which the case of this clause Company received written requests for inclusion therein within ten (210) days after such Demand Registration does not become effective after being filed Notice is given by the Company solely by reason to such holders. All requests made pursuant to this Section 3 will specify the amount of Registrable Securities to be registered and the intended methods of disposition thereof. The Company shall use commercially reasonable efforts to maintain the effectiveness of the refusal Registration Statement with respect to proceed by any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holders of Registrable Securities unless (i) refrain from selling any securities included in such registration at the refusal to proceed is based upon the advice request of counsel relating to a matter with respect to an underwriter of the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationthis Agreement.

Requests for Registration. If and only if (i) Subject to the following paragraphs of this Section 2(a), each of the Requisite Shareholders shall have the right from time to time by delivering a written notice to the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter CutbackDemand Notice”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to the terms of this Section 4(a) shall not exceed oneAgreement (a “Demand Registration”); provided, however, that in determining the number of (i) a Demand Registrations to which the holders of Registrable Securities are entitled there shall Notice may only be excluded (1) any Demand Registration that is an underwritten registration made if the managing underwriter or underwriters have advised sale of the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds registered by the participating Requisite Shareholders is reasonably expected by such Requisite Shareholders to result in aggregate gross cash proceeds in excess of $50,000,000 (before deducting any underwriting discount or commission); provided that notwithstanding the foregoing or anything to the contrary elsewhere in this Agreement, each Requisite Shareholder shall have the right to deliver an Initiating Demand Notice (as defined below) no fewer than five (5) times and a Joinder Demand Notice (as defined below) no fewer than five (5) times; and (ii) the Company shall not be obligated to effect more than one such Demand Registration in any 180-day period without the consent of a majority of the board of directors. In the event any Requisite Shareholder (an “Initiating Demand Shareholder”) delivers a Demand Notice (an “Initiating Demand Notice”), each other Requisite Shareholder shall be entitled to join in such demand for registration by delivering written notice thereof (a “Joinder Demand Notice”) to the Company and the Initiating Demand Shareholder within ten (10) Business Days after its receipt of the Notice (as defined below) from the Company, in which case the Initiating Demand Notice shall be deemed to have been delivered jointly by the Initiating Demand Shareholder and each other Requisite Shareholder which delivered a Joinder Demand Notice (each, an “Additional Demand Shareholder” and together with the Initiating Demand Shareholder, the “Demand Shareholders”) as of the date of the receipt by the Company of the Initiating Demand Notice and for the number of Registrable Securities that can be sold set forth in the Initiating Demand Notice with respect to the Initiating Demand Shareholder and in the respective Joinder Demand Notice with respect to each Additional Demand Shareholder. Following receipt of an Initiating Demand Notice, the Company shall file a Registration Statement with respect to the Registrable Securities covered in such offering Initiating Demand Notice and, if applicable, in any related Joinder Demand Notices, and otherwise requested to be included in such Registration Statement in accordance with this Section 2(a), as promptly as practicable, but not later than 45 days after receipt of such Initiating Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Any Demand Registration may be required by the Requisite Shareholders making such demand to be on an appropriate form under the Securities Act (including Form S-3ASR or any successor form that becomes effective upon filing with the SEC if the Company is then eligible to use such form) in accordance with the provisions methods of distribution set forth in the Registration Statement and Rule 415 under the Securities Act. No Demand Registration shall be deemed to have occurred for purposes of this Agreement without materially and adversely affecting Section 2 if the success of such offering, Registration Statement relating thereto (2i) any Demand Registration that does not become effective or effective, (ii) is not maintained effective for the period required pursuant to this Section 4(b2, or (iii) hereofthe offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, unless injunction or similar order or requirement of the SEC during such period in which case such Requisite Shareholders shall be entitled to an additional Demand Registration, as the case of this clause (2) such Demand Registration does not become effective may be, in lieu thereof. Within 10 days after being filed receipt by the Company solely by reason of an Initiating Demand Notice, the refusal Company shall give written notice (the “Notice”) of such Initiating Demand Notice to proceed by the all other holders of Registrable Securities unless (iand shall, subject to the provisions of Section 2(b) the refusal to proceed is based upon the advice of counsel relating to a matter hereof, include in such registration all Registrable Securities with respect to which the Company or (ii) received written requests for inclusion therein within 15 days after such Notice is given by the holders Company to such holders. All requests made pursuant to this Section 2 will specify the number of the Registrable Securities elect to pay all be registered and the intended methods of disposition thereof. Each holder of Registrable Securities which has requested to include Registrable Securities in any Registration Expenses Statement pursuant to this Section 2(a) shall furnish to the Company in writing such other information regarding such holder and the distribution proposed by such holder as the Company reasonably requests specifically for use in connection with such Demand Registration and (3) Statement. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 270 days after the effective date thereof or such shorter period in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise all Registrable Securities included in such Registration Statement have and purchases all the stock registered and to be sold pursuant to the Demand Registrationactually been sold.

Requests for Registration. If and only if Subject to Section 2(b) below, (i) the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time and from time to time, the holders of a majority of (A) the 399 Venture Registrable Securities constituting at least 5% of and (B) the total number of BRS Registrable Securities then outstanding will have may together request, and (ii) on the right to deliver a Demand Notice to require earlier of (A) the Company to register, in accordance with Section 4(bthird anniversary of this Agreement and (B) (a “Demand Registration”), the consummation of an underwritten public offering of shares of Common Stock registered under and in accordance with the provisions of the Securities Act (provided that in no event shall the issuance of Common Stock pursuant to the Purchase Agreement be deemed an underwritten public offering for purposes hereof), either (x) the holders of a majority of the 399 Venture Registrable Securities, or (y) the holders of a majority of the BRS Registrable Securities may each request (1) registration, whether underwritten or otherwise, under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form - 3 - Registrations") or on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations"), if available or (2) that the Company file with the SEC a registration statement under the Securities Act on any applicable form pursuant to Rule 415 under the Securities Act (a "415 Registration"). Each request for a Long-Form Registration or Short-Form Registration shall specify the approximate number of Registrable Securities requested to be so registered (but not less than 5% and the anticipated per share price range for such offering. Within ten days after receipt of any such request for a Long-Form Registration, Short-Form Registration or 415 Registration, the total number Company will give written notice of Registrable Securities then outstanding). The number of Demand Registrations pursuant such requested registration to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the all other holders of Registrable Securities are entitled there shall be excluded and will include (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested subject to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of Agreement) in such offeringregistration, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of all Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to which the Company or (ii) has received written requests for inclusion therein within 20 days after the holders receipt of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold Company's notice. All registrations requested pursuant to the in this Section 2(a) are referred to herein as "Demand RegistrationRegistrations".

Requests for Registration. If Subject to the following paragraphs of this Section 3 and only if (i) Section 5, the Sponsor shall have the right, by delivering or causing to be delivered a written notice to the Company has failed (a “Demand Notice”), to cause require the Company Group to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with register pursuant to the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the offer and sale of the number of Registrable Securities requested to be so registered on Form S-3 (but not less than 5% of which, unless the total number of Registrable Securities then outstanding). The number of Demand Registrations Sponsor requests otherwise, shall be filed pursuant to this Section 4(aRule 415 under the Securities Act), if the Company is then eligible for such short-form or any similar or successor short-form registration (“Short-Form Registration”) shall or, if the Company is not exceed onethen eligible for Short-Form Registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registration”) (any such registration, a “Demand Registration”); provided, however, that in determining unless the number Sponsor requests to have registered all of its Registrable Securities, a Demand Registrations to which the holders of Registrable Securities are entitled there shall Notice for a Marketed Underwritten Offering may only be excluded (1) any Demand Registration that is an underwritten registration made if the managing underwriter or underwriters have advised sale of the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds registered by the number Sponsor is reasonably expected to result in aggregate gross cash proceeds in excess of Registrable Securities that can be sold in such offering $50,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company Group shall use its reasonable best efforts to (x) file with the SEC a Registration Statement in accordance with such Demand Notice and the provisions of this Agreement without materially as promptly as reasonably practicable and, in any event, within 30 days following receipt of such Demand Notice in the case of a Short-Form Registration or within 90 days following receipt of such Demand Notice in the case of a Long-Form Registration and adversely affecting (y) cause such Registration Statement to become; provided, however, that if a Demand Notice is delivered prior to the success expiration of the IPO Lock-up Period, the Company Group shall not be obligated to file (but shall be obligated to prepare) such Registration Statement prior to the expiration of the IPO Lock-up Period. With respect to any Underwritten Offering to be conducted pursuant to any Demand Registration, the Sponsor shall select the underwriter(s) for such offering, (2) subject to the reasonable satisfaction of the Company. The Company Group shall use its reasonable best efforts to keep any Registration Statement with respect to any Demand Registration that filed pursuant to this Section 3(a) continuously effective under the Securities Act until the earlier to occur of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of Registrable Securities included in such Registration Statement. No Demand Registration shall be deemed to have occurred for purposes of this Section 3, and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 5, if (x) the Registration Statement relating thereto (and covering all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice, subject to any cut-back pursuant to Section 3(c)) (i) does not become effective effective, or (ii) is not maintained continuously effective for the period required pursuant to this Section 4(b) hereof3, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (iy) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders offering of the Registrable Securities elect pursuant to pay all such Registration Expenses Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period or (z) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Sponsor’s actions. All requests made pursuant to this Section 3 shall: (i) state that it is a notice to initiate a Demand Registration under this Agreement; and (3ii) any Demand Registration in connection with which any other shareholder specify the number of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock Registrable Securities to be registered and to be sold pursuant to the Demand Registrationintended method(s) of disposition thereof.

Requests for Registration. If and only if (i) A Major Shareholder shall, subject to Section 3(e), have the Company has failed right, by delivering or causing to cause be delivered a written notice to become effectivethe Corporation, or maintain to require the effectiveness ofCorporation to register, either the Series B Registration Statement or the Warrant Registration Statement in accordance with pursuant to the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities held by such Major Shareholder requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to the terms of this Section 4(a) shall not exceed oneAgreement (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that in determining the number of a Demand Registrations to which the holders of Registrable Securities are entitled there shall Notice may only be excluded (1) any Demand Registration that is an underwritten registration made if the managing underwriter or underwriters have advised sale of the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds registered by such Major Shareholder is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission). Any Demand Notice may request that the number of Corporation register Registrable Securities that can be sold in such offering on an appropriate form, including a shelf registration statement, and, if the Corporation is a WKSI, an automatic shelf registration statement. Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the provisions Corporation shall, subject to Section 3(c), use its reasonable best efforts to file a Registration Statement as reasonably promptly as practicable, but in any event no later than sixty (60) days after the date of the related Demand Notice and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as reasonably promptly as practicable after the filing thereof, but in no event later than one hundred eighty (180) days after the date of the Related Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Agreement without materially and adversely affecting Section 3 if (i) the success of such offering, (2) any Demand Registration that Statement relating thereto does not become effective or effective, (ii) such Registration Statement is not maintained effective for the period required pursuant to this Section 4(b3, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, the requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. Within five (5) business days after receipt by the Corporation of a Demand Notice in accordance with this Section 3(a), the Corporation shall give written notice (the “Notice”) of such Demand Notice (including any Demand Notice delivered pursuant to Section 3(e)(ii)) to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, unless include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within 20 days after such Notice is given by the Corporation to such holders. Notwithstanding the foregoing, the Corporation may delay any Demand Notice until after filing a Registration Statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Corporation may, subject to Section 3(b), elect to include in any Registration Statement and offering pursuant to a Demand Registration, (i) authorized but unissued shares of Class A Common Stock or shares of Class A Common Stock held by the Corporation as treasury shares and (ii) any other shares of Class A Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Corporation after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement and which have been approved by the Major Shareholders (“Additional Piggyback Rights”). All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered, and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days (or three years in the case of this clause (2a shelf registration statement) after the effective date thereof or such Demand shorter period during which all Registrable Securities included in such Registration does not become effective after being filed by Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the Company solely by reason of period the refusal to proceed by the holders holder of Registrable Securities unless (i) refrains from selling any securities included in such Registration Statement at the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders request of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder Corporation or an underwriter of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold Corporation pursuant to the Demand Registrationprovisions of this Agreement.

Requests for Registration. (a) Notwithstanding the limitations set forth in Section 8.3 above, subject to the Ownership Limit and the discretion of the Company, all Limited Partners in the aggregate may request the registration of L.P. Units prior to the first anniversary of the Closing Date in connection with the registration of an aggregate of 500,000 shares of Common Stock on a Form S-3 or another appropriate form pursuant to Rule 415 under the Securities Act (or any successor rule or regulation), upon converting L.P. Units into shares of Common Stock. Such registration shall be subject to the Blackout Period described in Section 8.3. (b) If and only if (i) the Company has failed shall receive a written request from Limited Partners holding no fewer that 500,000 L. P. Units (the "Initiating Holders") and the Company is not then eligible to cause file a registration statement on Form S-3 or another appropriate form pursuant to become effective, Rule 415 of the Securities Act (or maintain the effectiveness of, either the Series B Registration Statement any successor rule or the Warrant Registration Statement regulation) in accordance with the terms requirements of this AgreementSection 8.3, the Company shall promptly give written notice of such request to all Limited Partners and shall, subject to the limitations set forth below, effect as soon as practicable, and in any event with in one hundred twenty (ii120) the holders days of the receipt of such request, a registration on Form S-11, or an equivalent form, of all Registrable Securities have requested which the Limited Partners request to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(bbe registered within twenty (20) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% days of the total number mailing of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require such notice by the Company to register, in accordance with Section 4(b12 hereof in an underwritten public offering. The underwriter will be selected by a majority in interest of the Initiating Holders and shall be an underwriter of nationally recognized standing reasonably acceptable to the Company. In such event, the right of any Limited Partner to include such Limited Partner's Registrable Securities in such registration shall be conditioned upon such Limited Partner's participation in such underwriting and the inclusion of such Limited Partner's Registrable Securities in the underwriting to the extent provided herein. All Limited Partners proposing to distribute their securities through such underwriting shall (together with the Company) (a “Demand Registration”enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 8.4(b), under and if the underwriter advises the Initiating Holders in accordance with the provisions writing that marketing factors require a limitation of the Securities Act the number of shares to be underwritten, then the Initiating Holders shall so advise all Limited Partners proposing to distribute Registrable Securities requested to which would otherwise be so registered (but not less than 5% underwritten pursuant hereto, and the number of the total number shares of Registrable Securities then outstanding). The that may be included in the underwriting shall be allocated among all Limited Partners, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided however, that the number of Demand Registrations shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities to be offered for sale by any security holder are first entirely excluded from the underwriting. In addition, any registration pursuant to this Section 4(a8.4(b) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect subject to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses Blackout Period described in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand RegistrationSection 8.3.

Requests for Registration. If and only if At any time after the second anniversary (i) the Company has failed first anniversary with respect to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (iiShares) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any timeClosing Date, the holders of Registrable Securities constituting at least 5% of Investor may make a written request (the total number of Registrable Securities then outstanding will have the right to deliver a "Demand Notice to require the Company to register, in accordance with Section 4(bNotice") (a “Demand Registration”), for registration under and in accordance with the provisions of the Securities Act (a "Demand Registration") of the number of Registrable Securities requested to be so registered (but not less than 5% pursuant to the terms of this Agreement. The Demand Notice will specify the total number of shares of Registrable Securities then outstanding)proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of a Demand Notice from the Investor, the Company promptly will file a Registration Statement on any appropriate form that will cover the Registrable Securities that the Company has been so requested to register by the Investor. The number of Company shall not be required to effect more than one Demand Registrations Registration under this Section 2. A registration requested pursuant to this Section 4(a) shall 2 will not exceed onebe deemed to have been effected unless the Registration Statement relating thereto has become effective under the Securities Act; provided, howeverhowever that if, that in determining after such Registration Statement has become effective, the number offering of Demand Registrations to which the holders of Registrable Securities are entitled there shall pursuant to such registration is interfered with by any stop order, 3 injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be excluded (1) any deemed not to have been effected. If the Investor requests that a Demand Registration that is an underwritten be a "shelf" registration if pursuant to Rule 415 under the managing underwriter or underwriters have advised Securities Act, the holders of Registrable Securities that Company shall file the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained under Rule 415 and shall keep the Registration Statement filed in respect thereof effective for a period that will terminate on the period required pursuant to Section 4(b) hereof, unless in the case earlier of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) 180 days from the refusal to proceed is based upon date on which the advice of counsel relating to a matter with respect to the Company or SEC declares such Registration Statement effective and (ii) the holders of the date on which all Registrable Securities elect to pay all covered by such Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise Statement have and purchases all the stock registered and to be been sold pursuant to such Registration Statement; provided that such 180 day period shall be tolled during the Demand Registrationperiod that the Investor is required to discontinue disposition of Registrable Securities pursuant to the last paragraph of Section 4.

Requests for Registration. If Subject to the following paragraphs of this Section 3(a), on or after the release from escrow of all Purchased Shares from any Subaccount pursuant to the Merger Agreement, Warrant Escrow Agreement and only if (i) the Company has failed Escrow Agreement, the holders of a majority of the Registrable Securities shall have the right, by delivering a written notice to cause the Corporation, to become effectiverequire the Corporation to register, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with pursuant to the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to the terms of this Section 4(a) shall not exceed oneAgreement (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that in determining the number Corporation shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) within a period of one hundred eighty (180) days after the effective date of any other registration statement relating to any registration request under this Section 3(a). Following receipt of a Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Notice for a Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with this Section 3(a), the provisions Corporation shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Agreement without materially and adversely affecting Section 3 if the success of such offering, Registration Statement relating thereto (2i) any Demand Registration that does not become effective or effective, (ii) is not maintained effective for the period required pursuant to this Section 4(b3 or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Corporation of a Demand Notice in accordance with this Section 3(a), the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, unless include in such registration all Registrable Securities with respect to which the case Corporation received written requests for inclusion therein within twenty-five (25) days after such Notice is given by the Corporation to such holders. All requests made pursuant to this Section 3 will specify the number of this clause (2) such Registrable Securities to be registered and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration does not become for a period of at least one hundred eighty (180) days after the effective after being filed by date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the Company solely by reason of the refusal to proceed by period the holders of Registrable Securities unless (i) covered by such Demand Registration refrains from selling any securities included in such Registration Statement at the refusal to proceed is based upon request of the advice Corporation or an underwriter of counsel relating to a matter with respect the Corporation pursuant to the Company or (ii) provisions of this Agreement; provided, further, that the holders Corporation shall use its reasonable best efforts to keep any shelf registration statement continuously effective until such time as each of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationsuch shelf registration statement has been sold in one or more Shelf Underwritten Offerings or otherwise.

Requests for Registration. If Subject to the limits set forth below, at any time after the IPO, each of D. E. Shaw MWP Acquisition Holdings, L.L.C. (or its designated Permitted Transferee), D. E. Shaw MWPH Acquisition Holdings, L.L.C. (or its designated Permitted Transferee) (collectively “D. E. Shaw”)), Madison Dearborn Capital Partners IV, L.P. (or its designated Permitted Transferee) (collectively “Madison Dearborn”)), UPC Wind Partners II, LLC (or its designated Permitted Transferee) (collectively “UPC Holding”)), and only if the Alberta Entities (ior their designated Permitted Transferee) (collectively “Alberta”)) shall have the Company has failed right by delivering a written notice to cause WIND (a “Demand Notice”, and the Stockholder submitting such Demand Notice, a “Demanding Stockholder”) to become effectiverequire WIND to register, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with pursuant to the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), Agreement under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (but not less than 5% a “Demand Registration”). Within ten (10) days after receipt by WIND of a Demand Notice, WIND shall give written notice (the total number “Notice”) of such Demand Notice to all other holders of Registrable Securities then outstandingand shall, subject to the provisions of subsection (b), include in such registration all Registrable Securities with respect to which WIND received written requests for inclusion therein within ten (10) days after such Notice is given by WIND to such holders. The number A Demand Notice (including a Demand Notice that is also a Take-Down Notice) shall only be binding on WIND if the sale of Demand Registrations all Registrable Securities requested to be registered (pursuant to this Section 4(athe Demand Notice and in response to the Notice) is reasonably expected to result in aggregate gross proceeds in excess of $100,000,000. Following receipt of a Demand Notice for a Demand Registration, WIND shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not exceed onelater than 60 days after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Each of D. E. Shaw and Madison Dearborn shall be entitled to request four (4) Demand Registrations, and each of UPC Holding and Alberta shall be entitled to request two (2) Demand Registrations; provided, however, that in determining there shall be no limit to the number of Demand Registrations that constitute “shelf” registrations as contemplated by the next succeeding sentence. After such time as WIND shall become eligible to which use Form S-3 (or comparable form) for the holders registration under the Securities Act of Registrable Securities are entitled there any of its securities, D. E. Shaw, Madison Dearborn, UPC Holding or Alberta shall be excluded (1) entitled to request that any Demand Registration that for which such Stockholder is delivering a Demand Notice be a “shelf” registration pursuant to Rule 415 under the Securities Act, and each of D. E. Shaw, Madison Dearborn, UPC Holding and Alberta shall be entitled to an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total unlimited number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities Demand Registrations that can be sold in such offering in accordance with the constitute “shelf” registrations. Notwithstanding any other provisions of this Agreement without materially and adversely affecting the success of such offeringSection 2, (2) any in no event shall more than one Demand Registration that occur within any six (6) month period from the effective date of any Registration Statement filed pursuant to a prior Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if (i) the Registration Statement relating to such Demand Registration does not become effective or effective, (ii) the Registration Statement relating to such Demand Registration is not maintained effective for the period required pursuant to Section 4(bthis subsection (a), (iii) hereofthe offering of the Registrable Securities pursuant to the Registration Statement relating to such Demand Registration is subject to a stop order, unless in injunction or similar order or requirement of the case of this clause Commission during such period, or (2iv) such the Demand Registration does not become effective after being filed by because the Company solely by reason Demanding Stockholder withdraws its Demand Notice because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), prospects, business, assets or results of operations of WIND and its subsidiaries taken as a whole subsequent to the date of the refusal delivery of the Demand Notice. All requests made pursuant to proceed by this Section 2 will specify the holders amount of Registrable Securities unless to be registered and the intended methods of disposition thereof. WIND shall be required to maintain the effectiveness of the Registration Statement (except in the case of a requested “shelf” registration) with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of (x) an underwriter or (y) WIND pursuant to the provisions of this Agreement. WIND shall be required to maintain the effectiveness of a “shelf” Registration Statement with respect to any Demand Registration at all times until the third anniversary of the effective date thereof, or, if earlier, until all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that any Stockholder owning Common Equity Securities that have been included on a “shelf” Registration Statement may request that such Common Equity Securities be removed from such Registration Statement, in which event WIND shall promptly either withdraw such Registration Statement if the Common Equity Securities of such Stockholder are the only Common Equity Securities still covered by such Registration Statement or file a post-effective amendment to such Registration Statement removing such Common Equity Securities. Notwithstanding anything contained herein to the contrary, WIND hereby agrees that (i) each Demand Registration that is a “shelf” registration pursuant to Rule 415 under the refusal Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be reasonably requested by a holder of Registrable Securities to proceed is based upon allow for a distribution to, and resale by, the advice direct and indirect affiliates, partners, members or stockholders of counsel relating to a matter with respect to the Company or holder of Registrable Securities (a “Partner Distribution”) and (ii) WIND shall, at the holders reasonable request of the any holder of Registrable Securities elect seeking to pay all effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Expenses in connection with Statement, or revise such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and language if deemed reasonably necessary by such holder to be sold pursuant to the Demand Registrationeffect such Partner Distribution.

Requests for Registration. If Subject to Section 3.1(b) and only if (i) the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the other terms of this AgreementArticle III, (ii) any 5% Stockholder shall have the holders of the Registrable Securities have requested to participate right to, in a Piggyback Registrationeach case, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”3.1(c) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effectiveSection 3.1(d), then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require request the Company to register, in accordance with Section 4(b) (a “Demand Registration”), effect the registration under and in accordance with the provisions of the Securities Act of the number offering of all or any portion of the Registrable Securities Beneficially Owned by such 5% Stockholder, by submitting a written request of such registration and specifying the amount of Registrable Securities requested proposed to be so registered and the intended method (but not less than 5% or methods) and plan of the total number of Registrable Securities then outstandingdisposition thereof, including whether such requested registration is to involve an underwritten offering (a “Registration Demand”). The number Company shall give prompt written notice thereof (a “Demand Registration Notice”) (and in any event within ten (10) Business Days from the date of Demand Registrations pursuant receipt of such Registration Demand) to each of the other 5% Stockholders, each of whom shall be entitled to elect to include, subject to the terms and conditions set forth in this Section 4(a) shall not exceed one; providedArticle III, however, that Registrable Securities Beneficially Owned by it in determining the number of Demand Registrations Registration Statement to which the holders of Registrable Securities are entitled there shall be excluded (1) any a Demand Registration that is an underwritten registration if Notice relates, by submitting a written request to the managing underwriter or underwriters have advised Company (a “Registration Request”) within fifteen (15) days after the holders date of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds such Demand Registration Notice, specifying the number of Registrable Securities that can such Initial Requesting Holder intends to dispose of pursuant to such Registration Statement. Except as otherwise provided in this Agreement, the Company shall prepare and use its reasonable best efforts to file with the SEC, within ninety (90) days after the date of the applicable Registration Demand, a Registration Statement with respect to the following (in either case subject to Section 3.1(j) if the Registrable Securities will be sold in an underwritten offering): (i) all Registrable Securities of the Initial Requesting Holder included in such Registration Demand and (ii) all Registrable Securities that other Stockholders elect to include in such Registration Statement, pursuant to one (1) or more timely submitted Registration Requests. Thereafter, the Company shall use its reasonable best efforts, in accordance with Section 3.5, to effect the registration of the offering of such Registrable Securities under the Securities Act and applicable state securities laws, for disposition in accordance with the provisions intended method or methods of this Agreement without materially and adversely affecting disposition stated in the success of such offering, (2) any Demand underlying Registration that does not become effective or is not maintained effective for the period required pursuant Demand. Subject to Section 4(b) hereof3.1(j), unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders may include in such Registration Statement such number of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to as the Company proposes to offer and sell for its own account or (ii) the holders account of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand RegistrationPerson.

Requests for Registration. If and only if (i) Subject to the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms provisions of this AgreementArticle II, (ii) the holders any Holder or group of the Holders holding Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting representing at least 5% of the total number New Common Shares then outstanding may at any time make a written request for registration under the Securities Act of all or any part of such Holders' Registrable Securities (a "Demand Registration"); provided that no Holder shall be entitled to request a Demand Registration until 11 months after the effective date of the Plan. Such request shall specify the amount of Registrable Securities then outstanding will have to be registered and the right to deliver a Demand Notice to require intended method or methods of disposition. Promptly after receipt of such request, the Company shall send written notice of such request to registerall Holders and shall, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with subject to the provisions of this Article II, include in such Demand Registration all Registrable Securities with respect to which the Company receives written requests (specifying the amount of Registrable Securities Act to be registered and the intended method or methods of disposition) for inclusion therein within 15 days after such notice is sent; provided that if the managing underwriter for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise the Holders that, in its opinion, the inclusion of the amount of Registrable Securities to be sold for the account of Holders other than the Holder that initiated such Demand Registration ("Non-Initiating Holders") would adversely affect the success of the offering, then the number of Registrable Securities requested to be so registered (but not less than 5% sold for the account of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there such Non-Initiating Holders shall be excluded reduced (1and may be reduced to zero) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting managing underwriter's recommendation. As promptly as practicable thereafter, but in no event later than 45 days after the success end of such offering15-day period, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant but subject to Section 4(b) 2.3 hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of shall use its reasonable best efforts to file with the refusal to proceed by the holders of SEC a Registration Statement, registering all Registrable Securities unless that any Holders have requested to register, for disposition in accordance with the intended method or methods set forth in their notices to the Company. The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) 90 days following the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or date on which it was declared effective and (ii) the holders date on which all of the Registrable Securities elect to pay all covered thereby are disposed of in accordance with the method or methods of disposition stated therein; provided that no Registration Expenses in connection with such Statement for a Demand Registration and (3) any Demand Registration in connection with which any other shareholder shall become effective prior to the day following the one-year anniversary of the Company exercises a right effective date of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand RegistrationPlan.

Requests for Registration. If and only if (i) Following the Company has failed expiration of the underwriter lock-up period applicable to cause the Initial Public Offering, the Requisite Holders shall have the right by delivering a written notice to become effectivethe Corporation (a “Demand Notice”) to require the Corporation to register, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with pursuant to the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), Agreement under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to the terms of this Section 4(a) shall not exceed oneAgreement (a “Demand Registration”); provided, however, that in determining the number of a Demand Registrations to which the holders of Registrable Securities are entitled there shall Notice may only be excluded (1) any Demand Registration that is an underwritten registration made if the managing underwriter or underwriters have advised sale of the holders of Registrable Securities that the total number of Registrable Securities requested to be included registered by the Requisite Holders delivering such Demand Notice is reasonably expected to result in aggregate gross cash proceeds in excess of $100,000,000. Following receipt of a Demand Notice for a Demand Registration, the Corporation shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 30 days after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (ii) The Requisite Holders shall be entitled to unlimited Demand Registrations, any of which may involve an underwritten offering. (iii) At any time when the Corporation is eligible to utilize Form S-3 or a successor form to sell shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act, any Demand Registration may be for a “shelf” registration with respect to the resale of Registrable Securities (“Resale Shelf Registration”) by Shareholders electing to participate in the Resale Shelf Registration on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Resale Shelf Registration Statement”) and permitting registration of such Registrable Securities for resale by such Shareholders in accordance with the methods of distribution elected by such Shareholders and set forth in the Resale Shelf Registration Statement. At the time the Resale Shelf Registration Statement is declared effective, each Shareholder that has delivered to the Corporation the information required by Section 6(b) on or prior to the date which is ten (10) business days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and the related prospectus in such a manner as to permit such Shareholder to deliver such prospectus to purchasers of Registrable Securities in accordance with applicable law. (iv) Within 10 days after receipt by the Corporation of a Demand Notice, the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein exceeds within 10 days after such Notice is given by the Corporation to such holders. (v) All requests made pursuant to this Section 3 will specify the number of Registrable Securities that can to be sold registered and the intended methods of disposition thereof. (A) Subject to Section 3(c), the Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration (other than a Resale Shelf Registration Statement in connection with a Resale Shelf Registration) for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such offering Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in accordance with such registration at the request of an underwriter of the Corporation or the Corporation pursuant to the provisions of this Agreement without materially and adversely affecting Agreement. (B) Subject to Section 3(c), the success Corporation shall be required to maintain the effectiveness of such offering, (2) any Demand a Resale Shelf Registration that does not become effective or is not maintained Statement continuously effective for the a period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed ending when all Registrable Securities covered by the Company solely by reason Resale Shelf Registration Statement are no longer Registrable Securities. The Requisite Holders shall have the right to request that an underwritten offering be effected off the Resale Shelf Registration at any time; provided such underwritten offering is reasonably expected to result in aggregate gross cash proceeds in excess of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registration$100,000,000.

Requests for Registration. If and only if At any time following the date hereof, the Required Investor Holders, or at any time following the earlier of (i) two years from the Company has failed to cause to become effectivedate hereof, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders date of the completion of the audit of the Company's financial statements for the fiscal year ended December 31, 2007, the Required Cypress Holders, may request in writing that the Company effect the registration (a "Demand Registration") of all or any part of the Registrable Securities have requested to participate in a Piggyback Registration, but held by such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) Required Investor Holders or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration StatementRequired Cypress Holders, as the case may be, is declared effectivespecifying the intended method of disposition thereof (a "Registration Request") by filing with the Commission a Demand Registration Statement. Promptly after its receipt of any Registration Request, or, in the case but no later than 10 days after receipt of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any timesuch Registration Request, the holders Company will give written notice of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding such request to all other Holders, and will have the right to deliver a Demand Notice to require the Company use its reasonable best efforts to register, in accordance with Section 4(b) (as expeditiously as practicable following a “Demand Registration”), under and in accordance with the provisions of the Securities Act the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering Request in accordance with the provisions of this Agreement without materially and adversely affecting Agreement, all Registrable Securities (subject to any reduction pursuant to Section 1(f)) that have been requested to be registered by the success Initiating Holders in the Registration Request or by any other Holders by written notice to the Company given within 30 days after the date the Company has given such Holders notice of the Registration Request to the extent necessary to permit the disposition of such offeringRegistrable Securities so to be registered in accordance with the intended methods of disposition thereof specified in such Registration Request or further requests (including, without limitation, only with respect to a Registration request of the Required Investor Holders, by means of a shelf registration pursuant to Rule 415 under the Securities Act (2a "Shelf Registration") any if so requested and if the Company is then eligible to use such a registration). The Company shall use its reasonable best efforts to have such Demand Registration that does not become Statement declared effective or is not maintained by the Commission as soon as practicable after the filing thereof and to keep such Demand Registration Statement continuously effective for the period specified in Section 3. Notwithstanding anything in this Section 1(a) to the contrary, the Company will not be required to effect a registration pursuant to this Section 4(b1(a) hereofunless the aggregate gross proceeds resulting from such Demand Registration could reasonably be expected to equal or exceed (x) $50,000,000, unless in the case of this clause a Demand Registration initiated by the Required Investor Holders, or (y) the lesser of (1) $25,000,000 or (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders all of the Registrable Securities elect to then held by the Cypress Shareholders in the aggregate, in the case of the Required Cypress Holders. The Company will pay all Registration Expenses incurred in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold registration pursuant to the Demand Registrationthis Section 1.

Requests for Registration. If and only if (i) Subject to the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms provisions of this AgreementArticle II, (ii) the holders of the Registrable Securities have requested to participate in MCMI Holder may at any time make a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) written request (a “Full Underwriter CutbackDemand Request”) or (iii) either for registration under the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders Securities Act of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”) after such Registrable Securities are no longer subject to the underwriter lock-up applicable to the IPO (which may be due to the expiration or waiver of such lock-up with respect to such Registrable Securities). Such Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. Guild shall, within five (5) days of the receipt of a Demand Request, give written notice of such Demand Request to all Holders of Registrable Securities (the “Guild Notice”). Guild shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file as promptly as reasonably practicable, but in any event not later than forty-five (45) days after the Demand Request is received, with the Commission a Registration Statement registering all Registrable Securities included in such Demand Request and any Registrable Securities that the Holders request to be included within the ten (10) days following their receipt of the Guild Notice, for disposition in accordance with the provisions intended method or methods set forth therein as promptly as possible following receipt of a Demand Request; provided, that, if the managing underwriter(s) for a Demand Registration in which Registrable Securities Act are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Guild that, in its reasonable opinion, the number of Registrable Securities requested to be so registered (but not less sold is greater than 5% the amount that can be offered without adversely affecting the price, timing or distribution of the total securities offered or the market for the securities offered, then Guild will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration based on the relative number of Registrable Securities then outstanding). The number of Demand Registrations pursuant held by each such Holder; second, and only if all the securities referred to this Section 4(a) shall not exceed one; providedin the preceding clause “first” have been included, however, that in determining to Guild up to the number of shares of Class A Common Stock proposed to be registered for offer and sale by Guild; and third, and only if all of the securities referred to in the preceding clauses “first” and “second” have been included to holders of shares of Class A Common Stock otherwise eligible to be included in such Demand Registrations to which Registration, on a pro rata basis based on the relative number of Registrable Securities then held by the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration such shares of Class A Common Stock, up to the number of securities that is an underwritten registration if in the opinion of the managing underwriter or underwriters have advised can be sold without having such adverse effect. Guild shall use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly as reasonably practicable after filing and to remain effective until the holders earlier of (i) ninety (90) days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities that covered thereby are disposed of in accordance with the total number method or methods of disposition stated therein. Notwithstanding the foregoing, the Company shall not be required to effect any registration to be effected pursuant to this Section 2.1 unless the Registrable Securities requested to be included therein exceeds the number registered pursuant to a Demand Registration represent an aggregate offering price of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant reasonably expected to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationequal at least $10,000,000.

Requests for Registration. If Subject to the blackout provisions contained in Section 2.06 and only if the limitations set forth in this Section 2.01, a Holder or group of Holders (i) such Holder or group of Holders, the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter CutbackInitiating Holder(s)”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will shall have the right to deliver a Demand Notice to require the Company to registereffect a registration with respect to Registrable Securities beneficially owned by such Initiating Holder(s) for an underwritten registration (which, for the avoidance of doubt, may be pursuant to a Shelf Registration Statement as determined by the Initiating Holder(s)) under the Securities Act (a “Registration Request”) by delivering a written request therefor (a “Request Notice”) to the Company specifying the number of Registrable Securities to be included in accordance such underwritten registration by the Initiating Holder(s). In no event shall the Initiating Holder(s) make a Registration Request under this Section 2.01(a) to offer in the aggregate less than Registrable Securities that constitute three percent (3%) of the Company’s outstanding Common Stock as of the date of the Request Notice (the “Request Date”). As soon as practicable after the receipt of a Registration Request, the Company shall (i) give written notice of such request to all other Holders and (ii) use commercially reasonable efforts to effect the registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of the Registrable Securities that have been requested to be registered in the Registration Request or by any other Holder by written notice to the Company given within fifteen (15) Business Days after the date the Company delivered such Holders notice of the Registration Request. Any registration requested by a Holder or Holders pursuant to this Section 4(b2.01(a) (is referred to in this Agreement as a “Demand Registration”), under and in accordance with the provisions of the Securities Act the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to Company shall not be obliged under this Section 4(a2.01(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded effect more than (A) one (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) during any Demand Registration that does not become effective or is not maintained effective for the nine-month period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (iiB) the holders a total of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and three (3) any Demand Registration in connection with which any other shareholder Registrations on behalf of the Company exercises Holders. For the avoidance of doubt, the Company, at its sole option, may elect to utilize an existing Registration Statement for the purpose of registering any Registrable Securities covered by a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registration.

Requests for Registration. If and only if (a) Subject to the provisions of this Article II, any Holder or group of Holders may at any time make a written request (a “Demand Request”) for (i) registration under the Company has failed Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of its Registrable Securities and/or the filing of a Canadian Prospectus under applicable Canadian Securities Laws with respect to cause to become effective, Registrable Securities or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) if the holders Company is then eligible to use Form S-3 or a Canadian Shelf Prospectus, a Shelf Registration of the all or any portion of its Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration StatementSecurities, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) registration requirements under the Securities Act and/or applicable Canadian Securities Laws (a “Demand Registration”). Such Demand Requests shall specify the amount of Registrable Securities to be registered and/or qualified for issue and sale, the intended method or methods of disposition and the jurisdiction(s) in which such registration is to take place. SpinCo shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its commercially reasonable efforts to, as applicable, file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, and/or file with, and obtain a receipt (if applicable) from, the applicable Canadian Securities Authorities a Canadian Prospectus with respect to all Registrable Securities included in such Demand Request, for disposition in accordance with the provisions intended method or methods set forth therein as promptly as possible following receipt of a Demand Request; provided, that if the managing underwriter(s) for a Demand Registration in which Registrable Securities Act are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise SpinCo that, in its reasonable opinion, the number of Registrable Securities requested to be so registered (but not less sold is greater than 5% the amount that can be offered without adversely affecting the success of the total number offering (taking into consideration the interests of Registrable Securities SpinCo and the Holders), then outstanding). The number of Demand Registrations pursuant SpinCo will be entitled to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds reduce the number of Registrable Securities that included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such offering registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, Initial Common Shares proposed to be registered for offer and sale by SpinCo; and third, Initial Common Shares proposed to be registered pursuant to any piggy-back registration rights of security holders of SpinCo other than any Holder. SpinCo shall (A) use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (1) ninety (90) days following the date on which it was declared effective and (2) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the provisions method or methods of this Agreement without materially disposition stated therein and adversely affecting the success of such offering, (2B) any with respect to a Demand Registration that does not become effective relates to the filing of a Canadian Prospectus, from the period beginning on the date of a receipt obtained from the applicable Canadian Securities Authority until the completion of the distribution of all Registrable Securities covered by the Demand Request (or is not maintained effective the closing date of the offering of such Registrable Securities thereunder, if later), comply with applicable Canadian Securities Laws, and prepare and file promptly any prospectus or marketing material amendment which, in the opinion of SpinCo, acting reasonably, may be necessary or advisable for the period required pursuant distribution of such Registrable Securities, and will otherwise comply with all legal requirements and take all actions necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to Section 4(b) hereof, unless continue to qualify such Registrable Securities for distribution in the case applicable provinces and territories of this clause Canada for as long as may be necessary to complete the distribution of such Registrable Securities. (2b) Notwithstanding the provisions of Section 2.1(a), Demand Registrations shall be Shelf Registrations whenever SpinCo is permitted to use any applicable short form Registration Statement on Form S-3 or Canadian Shelf Prospectus. SpinCo shall use its commercially reasonable efforts to promptly file the Canadian Shelf Prospectus in accordance with applicable Canadian Securities Laws and cause the Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof and SpinCo shall use its commercially reasonable efforts to keep such Demand Registration does not become shelf registration continuously effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with following such Demand Registration and registration until three (3) years after the registration statement is declared effective. Any Holder or group of Holders may request an underwritten offering using such Shelf Registration (an “Underwritten Takedown”), and any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to such request shall be sold pursuant to the Demand Registration.deemed a

Requests for Registration. If Subject to the terms and only if conditions of this Agreement, (i) on any two (2) occasions from and after 180 days following the IPO or, if earlier, the release (whether in whole or in part) of the Shares held by a Holder pursuant to the lock-up agreement entered into with the underwriters pursuant to the IPO, (A) Holders of at least fifty percent (50%) of the Registrable Securities or (B) the Lead Investor, so long as the Lead Investor holds at least twenty-five percent (25%) of the Registrable Securities, may, in each case, request registration under the Securities Act of at least twenty-five percent (25%) of the Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), and (ii) on no more than two (2) occasions in any twelve (12) month period, Holders of at least twenty percent (20%) of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (“Short-Form Registrations”) if available; provided that the Company shall not be obligated to file registration statements relating to any (A) Long-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $50 million or (B) Short-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $20 million. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” Following such Demand Registration, the Company shall use reasonable commercial efforts to file a registration statement under the Securities Act covering the registration of all Registrable Securities that the relevant Holders request to be registered (as set out below) as promptly as possible but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to this Section 2(a), provided that all necessary documents for such registration can be obtained and prepared within such 60-day period. The Holders making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, upon receipt of the request for the Demand Registration, the Company shall as promptly as reasonably practicable (but in no event later than ten days after receipt of the request for the Demand Registration) give written notice of the Demand Registration to all other Holders who hold Registrable Securities and, subject to the terms of Section 2(e), shall include in such Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has failed received written requests for inclusion therein within (x) 15 days, in the case of any notice with respect to cause to become effectivea Long-Form Registration, or maintain (y) ten days, in the effectiveness ofcase of any notice with respect to a Short-Form Registration, either after the Series B receipt of the Company’s notice. Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Registration Statement and shall not disclose or use the Warrant information contained in such notice of Demand Registration Statement without the prior written consent of the Company or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in accordance with breach of the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registration.

Requests for Registration. If and only if At any time after the expiration of the Lock-Up Period, (i) the JLL Holders that beneficially own Class A Shares by virtue of the right to exchange JGWPT Holdings Common Interests for Class A Shares pursuant to the Limited Liability Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) PGHI (together with its Permitted Transferees that hold Class A Shares (including Class A Shares beneficially owned by virtue of the holders right to convert Class C Shares into Class A Shares pursuant to the Company’s Amended and Restated Certificate of Incorporation and Class A Shares beneficially owned by virtue of the right to exercise warrants pursuant to the warrants issued by the Company to PGHI on the date hereof)) and (iii) any Stockholder or group of Stockholders that beneficially own Class A Shares by virtue of the right to exchange JGWPT Holdings Common Interests that were issued upon conversion of former “Preferred Interests” in JGWPT Holdings (“Former Preferred Interestholders”) for Class A Shares pursuant to the Limited Liability Company Agreement), shall each be entitled to make a written request of the Company (a “Demand”) for registration under the Securities Act of all or part of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions . Any demand by PGHI or its Permitted Transferees pursuant to clause (ii) of the Securities Act immediately preceding sentence shall only be made by holders of at least twenty percent (20%) of the aggregate number of JGWPT Holdings Common Interests held by PGHI as of July 12, 2011, and any demand by Former Preferred Holders pursuant to clause (iii) of the immediately preceding sentence shall only be made by holders of at least thirty-three percent (33%) of the JGWPT Holdings Common Interests outstanding that were issued upon conversion of former “Preferred Interests” in JGWPT Holdings (other than JGWPT Holdings Common Interests held by the JLL Holders). Such Demand shall specify: (A) the aggregate number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offeringregistered, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (iB) the refusal to proceed is based upon the advice intended method of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses distribution in connection with such Demand Registration to the extent then known and (3C) the identity of each Stockholder (a “Demanding Holder”) requesting such Demand. Within ten (10) business days after receipt of a Demand, the Company shall give written notice of such Demand (an “Incidental Registration Notice”) to all other Stockholders and shall include in such registration all Registrable Securities with respect to which the Company has received a written request for inclusion therein within twenty (20) business days after the receipt by such Stockholder of the Company’s notice required by this paragraph; provided that (x) any Demand Registration in connection with which any other shareholder Stockholder who seeks to exercise his, her or its rights under this Section 2.1(a) shall be required to exchange his, her or its JGWPT Holdings Common Interests for Class A Shares within ten (10) days of such Stockholder’s receipt of the Incidental Registration Notice; and provided further, that the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and shall not be required to be sold pursuant to the Demand Registrationfile any registration statement covering Registrable Securities with an aggregate Fair Market Value less than $10 million.

Requests for Registration. If and only if (i) At any time on or after the Company has failed date hereof, until two years after all of the principal amount of the Debentures ceases to cause to become effectivebe outstanding, or maintain as set forth in this Section 1.2, the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms Holders of this Agreement, (ii) the holders a majority of the Registrable Securities have requested to participate may in a Piggyback Registration, but such requested participation has been reduced to zero writing request registration under the Act of all or part of their Registrable Securities. Each request for registration shall state that it is being made pursuant to this Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under 1.2 and in accordance with the provisions of the Securities Act shall specify the number of Registrable Securities requested to be so registered (but not less than 5% registered. Within ten days after such notice has been given, the Company shall give written notice to all other Holders, if any, of such requested registration. Each such Holder shall have the total number right, by giving written notice to the Company within 30 days after the Company gives its notice, to elect to have included in such registration such of its Registrable Securities then outstanding)as such Holder may request in such notice of election. The number Upon a request for a Demand Registration, the Company shall use its reasonable best efforts to effect as expeditiously as possible the registration, in accordance with Section 1.4, of Demand Registrations all Registrable Securities which the Company has been requested to so register. Each registration requested pursuant to this Section 4(a) 1.2 is referred to herein as a “Demand Registration.” If the Company notifies the Holders in writing, prior to a request for a Demand Registration from the Holders, of the Company’s intent to register securities with the Commission, and the Company effects a registration in accordance with Section 1.3, the Holders’ request shall be governed by Section 1.3 and shall not exceed oneconstitute a Demand Registration. The parties hereto acknowledge that the Company is a party to other registration rights agreements and similar agreements, and that the Company shall be entitled to register under a Registration Statement any other securities required to be registered pursuant to any other such agreements, including pursuant to “piggy-back” rights granted prior to the date hereof; provided, however, that in determining the number such inclusion of Demand Registrations to which the holders of Registrable Securities are entitled there such securities shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance not interfere with the provisions intended plan of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason distribution of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand RegistrationInvestors.

Requests for Registration. If and only if (i) Subject to the following paragraphs of this Section 3(b), following the Closing, one or more Shareholders shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company has failed to cause register pursuant to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (but which, unless all Shareholders delivering such notice request otherwise, shall be (A) filed pursuant to Rule 415 under the Securities Act and (B) if the Company is a Well-Known Seasoned Issuer at the time of filing such Registration Statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not less than 5% then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall be required to make the initial filing of the total number Registration Statement within thirty (30) days following receipt of Registrable Securities then outstanding). The number such Demand Notice in the case of a Short-Form Registration or within sixty (60) days following receipt of such Demand Registrations pursuant to this Section 4(a) shall not exceed oneNotice in the case of a Long-Form Registration; provided, however, that in determining the number unless a Shareholder requests to have registered all of its Registrable Securities, a Demand Registrations to which the holders of Registrable Securities are entitled there shall Notice for a Marketed Offering may only be excluded (1) any Demand Registration that is an underwritten registration made if the managing underwriter or underwriters have advised sale of the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds registered by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $150,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(b), the number 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 Automatic Shelf Registration Statement). (i) No Demand Registration shall be deemed to have occurred for purposes of this Section 3(b) or 4(c), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(f) or 4(c), if (A) the Registration Statement relating thereto (and covering not less than all Registrable Securities that can be sold specified in such offering the applicable Demand Notice for sale in accordance with the provisions intended method or methods of this Agreement without materially and adversely affecting the success of distribution specified in such offeringDemand Notice) (1) does not become effective, or (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to this Section 4(b) hereof, unless in the case of this clause 3 or (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (iB) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders offering of the Registrable Securities elect pursuant to pay all such Registration Expenses Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period or (C) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions. (ii) All requests made pursuant to this Section 3(b) must: (A) state that it is a notice to initiate a Demand Registration under this Agreement; (B) identify the Shareholders effecting the request; and (C) specify the number of Registrable Securities to be registered and the intended method(s) of disposition thereof. (iii) Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period upon which all Shareholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold. (iv) Within three (3) business days after receipt by the Company of a Demand Notice pursuant to this Section 3(b), the Company shall deliver a written notice of any such Demand Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 3(c), include in such Demand Registration and all such Registrable Securities with respect to which the Company has received written requests for inclusion therein (whether or not any of the Shareholders have exercised its, his or her conversion rights) within three (3) any days after the date that such notice has been delivered; provided that a majority of the Shareholders must agree to a plan of distribution proposed by the Shareholders who delivered the Demand Registration Notice and, in connection with which any other shareholder underwritten registration, such holders (together with the Company) must enter into an underwriting agreement in the form reasonably approved by the Company and the Shareholders holding the majority of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold Registrable Securities. All requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities. For the avoidance of doubt, an underwritten registration pursuant to a Demand RegistrationRegistration may be made pursuant to an effective shelf Registration Statement filed pursuant to Section 3(a) hereof.

Requests for Registration. If At any time beginning six (6) months after the Initial Public Offering Date, any Initial Stockholder may, subject to the provisions of this Agreement, request in writing that the Corporation effect the registration under the Securities Act of any or all of the Registrable Securities held by such Initial Stockholder and only if its Specified Transferees (an “Initial Requesting Holder”), which notice shall specify (i) the Company has failed amount of Registrable Securities proposed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, be registered; and (ii) the holders intended method or methods and plan of the Registrable Securities have requested to participate in a Piggyback Registrationdisposition thereof, but including whether such requested participation has been reduced registration is to zero pursuant involve an underwritten offering. The Corporation shall give prompt written notice of such registration request to all other Holders. Except as otherwise provided in this Agreement and subject to Section 5(b2(i) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause an underwritten offering, the Corporation shall prepare and use its reasonable best efforts to file (within ninety (90) days after such request has been given) with the SEC a Registration Statement with respect to (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, all Registrable Securities included in the case of clause Initial Requesting Holder’s request and (ii) aboveall Registrable Securities included in any request for inclusion delivered by any other Holder (a “Participating Holder”, during and together with the 60-day period following any Full Underwriter CutbackInitial Requesting Holder, orthe “Requesting Holders”) within fifteen (15) days after delivery of the Corporation’s notice of the Initial Requesting Holder’s registration request to such other Holder, in the each case of clause (iiisubject to Section 2(i) above, at any timeif such offering is an underwritten offering. Thereafter, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to registerCorporation shall use its reasonable best efforts, in accordance with Section 4(b) (a “Demand Registration”)6, to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the provisions intended method or methods of disposition stated in such request. Subject to Section 2(i), the Corporation may include in such registration other securities of the Securities Act the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; providedCorporation for sale, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in Corporation’s account or for the case account of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand RegistrationPerson.

Requests for Registration. If and only if (i) Subject to the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms provisions of this AgreementArticle II, (ii) the holders any Holder or group of Holders holding Registrable Securities representing at least 50.1% the Registrable Securities have requested to participate then outstanding may at any time make (a) one written request for registration under the Securities Act of at least 33% of such Holders’ Registrable Securities consisting of Debt Securities on the Issuer and (b) four written requests for registration under the Securities Act of at least 25% of such Holders’ Registrable Securities consisting of PubliCo Shares having an aggregate market value greater than U.S.$20 million on PubliCo (such written request, in a Piggyback Registrationeither case, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter CutbackDemand Registration”) ). Such requests shall specify the amount of Registrable Securities to be registered and the intended method or (iii) either methods of disposition. Promptly after receipt of such request, the Series B Registration Statement or the Warrant Registration Statement is no longer effective, thenIssuer, in the case of clause (i) aboveRegistrable Securities consisting of Debt Securities, until or PubliCo in the Series B case of Registrable Securities consisting of PubliCo Shares shall send written notice of such request to all Holders and shall, subject to the provisions of this Article II, include in such Demand Registration Statement all Registrable Securities with respect to which the Issuer or the Warrant Registration StatementPubliCo, as the case may be, is declared effective, or, in receives written requests (specifying the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders amount of Registrable Securities constituting at least 5% to be registered and the intended method or methods of disposition) for inclusion therein within 15 days after such notice is sent; provided that if the total number of managing underwriter(s) for a Demand Registration in which Registrable Securities then outstanding will have are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise the right to deliver a Demand Notice to require Holders and the Company to registerIssuer or PubliCo, as the case may be, that in accordance with Section 4(b) (a “Demand Registration”)its reasonable opinion, under and in accordance with the provisions of the Securities Act the number of Registrable Securities requested to be so registered (but not less than 5% sold would adversely affect the success of the total number of Registrable Securities offering, then outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; providedthe Issuer or PubliCo, howeveras the case may be, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds will reduce the number of Registrable Securities that included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above. The number of Registrable Securities that may be registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities beneficially owned by the respective Holders, second, all Debt Securities or PubliCo Shares proposed to be registered for offer and sale by the Issuer or PubliCo, as the case may be, and third, to Debt Securities or PubliCo Shares proposed to be registered pursuant to any piggy-back registration rights of third parties. As promptly as practicable thereafter, but in no event later than 45 days after the end of such offering 15-day period, but subject to Section 2.3 hereof, the Issuer or PubliCo, as the case may be, shall use its reasonable best efforts to file with the SEC a Registration Statement, registering all Registrable Securities that any Holders have requested to register, for disposition in accordance with the provisions of this Agreement without materially and adversely affecting intended method or methods set forth in their notices to the success of such offeringIssuer or PubliCo, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in as the case may be. The Issuer and/or PubliCo, as the case may be, shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) 150 days following the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or date on which it was declared effective and (ii) the holders date on which all of the Registrable Securities elect to pay all covered thereby are disposed of in accordance with the method or methods of disposition stated therein; provided that no Registration Expenses in connection with such Statement for a Demand Registration and (3) any Demand Registration in connection with which any other shareholder shall become effective prior to the day following the expiration of the Company exercises a Lock-up Period. Notwithstanding anything to the contrary in this Article II, no Holder shall have the right to require the Issuer or PubliCo, as the case may be, to register any Registrable Securities pursuant to Article II during any period (not to exceed 135 days) following the closing of first refusal which it the completion of the distribution of the securities offered by the Issuer or PubliCo, as the case may otherwise have be, and purchases all the stock registered and to be sold pursuant to the Demand RegistrationArticle III Notice that would cause the Issuer or PubliCo, as the case may be, to breach a lock-up provision contained in the underwriting agreement for such distribution.

Requests for Registration. If and only if (i) Subject to the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement limits set forth in accordance with the terms of this Agreement, (ii) including, without limitation, the holders of restrictions set forth in Section 4 hereof, at any time after an IPO, the Registrable Securities Institutional Investors shall have requested the right, by delivering a written notice to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) the Company (a “Full Underwriter CutbackDemand Notice”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective), then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under pursuant to the terms herein and in accordance with the provisions of the Securities Act Act, the offer and sale of the number of Registrable Securities requested to be so registered pursuant to the terms herein (a “Demand Registration”). Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such Demand Notice to all Holders. The Company shall, subject to the provisions of Section 2(b) hereof, include in such registration all Registrable Securities with respect to which the Company receives written requests for inclusion therein within ten (10) days after such Notice is given by the Company to Holders. Following receipt of a Demand Notice, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not less later than 5% thirty (30) days after receipt of such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the total number of Registrable Securities then outstanding)Act as promptly as practicable after the filing thereof. The number of Warburg IX and Warburg X shall be entitled to two (2) Demand Registrations pursuant to this Section 4(a) shall not exceed oneeach; provided, however, that in determining the Warburg IX and Warburg X shall be entitled to an unlimited number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) that constitute Shelf Registrations. Notwithstanding any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the other provisions of this Agreement without materially and adversely affecting the success of such offeringSection 2, (2) any in no event shall more than one Demand Registration occur within any six (6) month period from the effective date of any Registration Statement filed pursuant to a prior Demand Notice or within one hundred twenty (120) days after the effective date of a Registration Statement filed by the Company; provided, however, that no Demand Registration may be prohibited for such 120-day period more often than once in a twelve (12) month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if the Registration Statement relating thereto (i) does not become effective or effective, (ii) is not maintained effective for the period required pursuant to this Section 4(b2(a) hereofor (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, unless injunction or similar order or requirement of the SEC during such period. In the case of each of clauses (i), (ii) and (iii), the requesting Holder shall be entitled to an additional Demand Registration. All requests made pursuant to this Section 2 will specify the amount of Registrable Securities to be included in the Registration Statement and the intended methods of distribution thereof. The Company shall be required to maintain the effectiveness of the Registration Statement (except in the case of this clause (2a Shelf Registration) such with respect to any Demand Registration does not become for a period of at least one hundred eighty (180) days after the effective after being filed by date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such Registration Statement at the request of (x) an underwriter or (y) the Company solely by reason pursuant to the provisions herein. The Company shall be required to maintain the effectiveness of a Registration Statement for a Shelf Registration at all times after the refusal to proceed by the holders effective date thereof until all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that any Holder of Registrable Securities unless that have been included in a Registration Statement for a Shelf Registration may request that such Registrable Securities be removed from such Registration Statement, in which event the Company shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) each Shelf Registration shall contain all language (including, without limitation, on the refusal Prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by a Holder to proceed is based upon allow for a distribution to, and resale by, the advice direct and indirect partners, members or stockholders of counsel relating to a matter with respect to the Company or Holder (a “Partner Distribution”) and (ii) the holders Company shall, at the reasonable request of any Holder seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the Registrable Securities elect initial Registration Statement, or revise such language if deemed reasonably necessary by such Holder to pay all Registration Expenses in connection with effect such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand RegistrationPartner Distribution.

Requests for Registration. If and only if (i) the Company has failed Subject to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) aboveand conditions hereof, at any time, time and from time to time after the holders of Registrable Securities constituting at least 5% date of the total number first Public Offering of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, Flex Common Stock SICPA may request in accordance with Section 4(b) (a “Demand Registration”), writing registration under and in accordance with the provisions of the Securities Act of 1933, as amended (the number "Securities Act"), of Registrable Securities all or part of its Common Stock (any such requested registration is hereinafter referred to be so registered (but not less than 5% of the total number of Registrable Securities then outstandingas a "Demand Registration"). The number of Demand Registrations pursuant SICPA shall be entitled to this Section 4(arequest shall be two (2). (ii) An SEC registration of Common Stock shall not exceed be counted as a Demand Registration for purposes of the limit in Section 1.a.(i) of this Exhibit B until such registration has become effective (unless such Demand Registration has not become effective due solely to the fault of SICPA). Each request for a Demand Registration shall specify the approximate number of shares of Common Stock requested to be registered and the anticipated per share price range for such offering. (iii) If, in connection with any Demand Registration, the managing underwriter(s) to Flex in connection with such SEC registration advises Flex in writing that, in its opinion, the number of shares of Common Stock to be registered would materially and adversely affect the success or price of the offering, then the number of shares to be included in such Demand Registration shall be reduced to the number recommended by such managing underwriter(s). Any such reduction shall be effected by (1) first reducing or eliminating the number of shares of Common Stock (if any) requested to be included in such registration by any shareholders of Flex other than SICPA and (2) then, if and to the extent further reductions are necessary, by reducing the number of shares of Common Stock requested to be included therein by SICPA. If by such reduction the number of shares of Common Stock included in such registration for SICPA represents less than one; provided-third of the total number of shares requested to be registered by SICPA, however, that in determining then such registration shall not be counted against the number of Demand Registrations to which the holders of Registrable Securities are SICPA is entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to under Section 4(b1.a.(i) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registration.

Requests for Registration. If and only if at any time on or after sixty (i60) days from the date hereof, the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in shall receive a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) request (a “Full Underwriter CutbackDemand Notice”) from any of the Holders (such Holder making the request shall be referred to as the “Requesting Holder”) that the Company effect the registration under the Securities Act of all or any portion of the Requesting Holder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall use its best efforts to prepare and cause to be filed with the Securities and Exchange Commission (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement“SEC”), as promptly as practicable but in no event later than fifty-six (56) days following receipt of the case may beDemand Notice, is declared effective, or, in a registration statement on the case appropriate form relating to resales by the Requesting Holder of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of such Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”). Within ten (10) days after receipt of any such request, the Company will give written notice of such Demand Registration to all other Holders of Registrable Securities. The Company shall use its reasonable best efforts to cause the registration statement to become effective under the Securities Act, and in accordance for Public Sale of (i) all Registrable Securities for which the Requesting Holder shall have requested registration under this Section 2(a) and (ii) all other Registrable Securities that any Holders with rights to request registration under Section 3 (all such Holders, together with the Requesting Holder, the “Participating Holders,” and each individually a “Participating Holder”) have requested the Company to register by request received by the Company within fifteen (15) days after such Holders have received the Company’s notice of Demand Registration, within sixty (60) days thereafter (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations). The obligations of the Company under this Section 2(a) are subject to the provisions of the Securities Act the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstandingSections 2(b). The number of Demand Registrations pursuant to this Section 4(a, 2(c), 2(d) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registration2(e).

Requests for Registration. If Subject to Section 3.1(b) and only if (i) the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the other terms of this AgreementArticle 3, (ii) any 5% Stockholder shall have the holders of the Registrable Securities have requested to participate right to, in a Piggyback Registrationeach case, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”3.1(c) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effectiveSection 3.1(d), then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require request the Company to register, in accordance with Section 4(b) (a “Demand Registration”), effect the registration under and in accordance with the provisions of the Securities Act of the number offering of all or any portion of the Registrable Securities beneficially owned by such 5% Stockholder by submitting a written request of such registration and specifying the amount of Registrable Securities requested proposed to be so registered and the intended method (but not less than 5% or methods) and plan of the total number of Registrable Securities then outstandingdisposition thereof, including whether such requested registration is to involve an underwritten offering (a “Registration Demand”). The number Company shall give prompt written notice thereof (a “Demand Registration Notice”) (and in any event within ten Business Days from the date of Demand Registrations pursuant receipt of such Registration Demand) to each of the other 5% Stockholders, each of whom shall be entitled to elect to include, subject to the terms and conditions set forth in this Section 4(a) shall not exceed one; providedArticle 3, however, that Registrable Securities beneficially owned by it in determining the number of Demand Registrations Registration Statement to which the holders of Registrable Securities are entitled there shall be excluded (1) any a Demand Registration that is an underwritten registration if Notice relates, by submitting a written request to the managing underwriter or underwriters have advised Company (a “Registration Request”) within 15 days after the holders date of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds such Demand Registration Notice, specifying the number of Registrable Securities that can such Stockholder intends to dispose of pursuant to such Registration Statement. Except as otherwise provided in this Agreement, the Company shall prepare and use its reasonable best efforts to file with the SEC, within 90 days after the date of the applicable Registration Demand, a Registration Statement with respect to the following (in either case subject to Section 3.1(j) if the Registrable Securities will be sold in an underwritten offering): (i) all Registrable Securities of the Initial Requesting Holder included in such Registration Demand and (ii) all Registrable Securities that other Stockholders elect to include in such Registration Statement, pursuant to one or more timely submitted Registration Requests. Thereafter, the Company shall use its reasonable best efforts, in accordance with Section 3.6, to effect the registration of the offering of such Registrable Securities under the Securities Act and applicable state securities laws, for disposition in accordance with the provisions intended method or methods of this Agreement without materially and adversely affecting disposition stated in the success of such offering, (2) any Demand underlying Registration that does not become effective or is not maintained effective for the period required pursuant Demand. Subject to Section 4(b) hereof3.1(j), unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason may include in such Registration Statement such number of the refusal to proceed by the holders shares of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company Common Stock or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder securities of the Company exercises a right (collectively, “Company Securities”) as the Company proposes to offer and sell for its own account or the account of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationany other Person.

Requests for Registration. If and only if (ia) Subject to the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms provisions of this AgreementArticle II, (ii) the holders any Holder or group of the Registrable Securities have requested to participate in Holders may at any time make a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) written request (a “Full Underwriter CutbackDemand Request”) for registration under the Securities Act on Form S-1 or (iii) either the Series B Registration Statement any similar long-form registration statement of all or the Warrant Registration Statement is no longer effective, then, in the case any portion of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of its Registrable Securities constituting at least 5% or if the Company is then eligible to use Form S-3, a registration statement on Form S-3 of the total number all or any portion of its Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”). Such Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. Solta shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under and the provisions of this Agreement, use its commercially reasonable efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the provisions intended method or methods set forth therein as promptly as possible following receipt of a Demand Request; provided, that if the managing underwriter(s) for a Demand Registration in which Registrable Securities Act are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Solta that, in its reasonable opinion, the number of Registrable Securities requested to be so registered (but not less sold is greater than 5% the amount that can be offered without adversely affecting the success of the total number offering (taking into consideration the interests of Registrable Securities Solta and the Holders), then outstanding). The number of Demand Registrations pursuant Solta will be entitled to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds reduce the number of Registrable Securities that included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such offering registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, Solta Common Shares proposed to be registered for offer and sale by Solta; and third, Solta Common Shares proposed to be registered pursuant to any piggy-back registration rights of security holders of Solta other than any Holder. Solta shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. (b) Notwithstanding the provisions of this Agreement without materially Section 2.1(a), Demand Registrations shall be Shelf Registrations whenever Solta is permitted to use any applicable short form Registration Statement on Form S-3. Solta shall use its commercially reasonable efforts to promptly cause the Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof and adversely affecting the success of Solta shall use its commercially reasonable efforts to keep such offering, (2) any Demand Registration that does not become shelf registration continuously effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) following such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and registration until three (3) years after the registration statement is declared effective. Any Holder or group of Holders may request an underwritten offering using such Shelf Registration (an “Underwritten Takedown”), and any such request shall be deemed a Demand Registration in connection Registration. The provisions of Section 2.1(a) shall apply mutatis mutandis to each Underwritten Takedown, with which any other shareholder references to “filing of the Company exercises Registration Statement” or such Registration Statement being declared “effective” being deemed references to filing of a right of first refusal which it may otherwise have prospectus or supplement for such offering and purchases all the stock registered and references to be sold pursuant “registration” being deemed references to the Demand Registrationoffering; provided that any Holder or group of Holders participating in the Underwritten Takedown shall only include any Holder or group of Holders whose Registrable Securities are included in such Shelf Registration or may be included therein without the need for a post-effective amendment to such Shelf Registration (other than an automatically effective amendment).

Requests for Registration. If and only if (i) Following the expiration of the underwriter lock-up period applicable to the Initial Public Offering, upon the written request of one or more Stockholders who together hold a majority of the then outstanding Registrable Securities (the “Requesting Stockholders”) that the Company has failed to cause to become effective, effect the registration under the Securities Act of all or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders part of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) registration statement (a “Demand Registration”), the Company shall use commercially reasonable efforts to effect, as promptly as practicable, the registration under and in accordance with the provisions of the Securities Act the of such number of Registrable Securities requested to be so registered registered. (but not less than 5% ii) Subject to Section 2(d), the Company shall be required to maintain the effectiveness of the total number Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed oneincluded in such Registration Statement have actually been sold; provided, however, that in determining such period shall be extended for a period of time equal to the number of Demand Registrations to which period the holders holder of Registrable Securities are entitled refrains from selling any securities included in such registration at the request of an underwriter of the Company or the Company pursuant to the provisions of this Agreement. (iii) In connection with each such Demand Registration, the Company shall cause there to occur Full Cooperation. (iv) The Company shall not be excluded (1) obligated to effect any Demand Registration that is (A) within three months of an underwritten registration if Underwritten Offering in which all Stockholders were given “piggyback” rights pursuant to Section 3 (subject to Section 2(d) and at least 50% of the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested by such Stockholders to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with Demand Registration were included) or (B) within three months of any other Demand Registration or any Underwritten Offering pursuant to Section 2(b). (v) Promptly after receipt of any such request for Demand Registration, the Company shall give written notice of such request to each other Stockholder and shall, subject to the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b2(c) hereof, unless include in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of registration all such Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise Stockholders have and purchases all the stock registered and requested to be sold pursuant to the Demand Registrationso registered.

Requests for Registration. If and only if (i) the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will Each Qualified Holder Group shall have the right by delivering a written notice to deliver a the Company (the “Demand Notice Notice”) to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to the terms of this Section 4(a) shall not exceed oneAgreement (a “Demand Registration”); provided, however, that in determining except for a Demand Notice relating to the number of Management Demand Registrations to which the holders of Registrable Securities are entitled there shall (defined below), a Demand Notice may only be excluded (1) any Demand Registration that is an underwritten registration made if the managing underwriter or underwriters have advised sale of the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds registered by such Qualified Holder Group is reasonably expected to result in aggregate gross cash proceeds in excess of $20,000,000. Following receipt of a Demand Notice for a Demand Registration, the number Company shall use its commercially reasonable efforts to file a Registration Statement as promptly as practicable after such Demand Notice, and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Notwithstanding anything herein to the contrary, the Company shall not have any obligation to file any Registration Statement pursuant to this Section 3 at any time (i) on or before the date that is twelve (12) months after the closing of Registrable Securities that can the Initial Public Offering, (ii) on or before 180 days after any other registered underwritten offering of equity securities of the Company, or (iii) if the Company is not otherwise eligible at such time to file a Registration Statement on Form S-3 (or any applicable successor form). The Management Qualified Holders shall be sold in such offering in accordance with entitled collectively to a maximum of one (1) Demand Registration (the “Management Demand”) and the Yorktown Qualified Holders shall be entitled collectively to a maximum of two (2) Demand Registrations. Notwithstanding any other provisions of this Agreement without materially and adversely affecting the success of such offeringSection 3, in no event shall more than one (21) any Demand Registration that occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 180 days after the effective date of a Registration Statement filed by the Company. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 4(b3(a), in which case the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, unless include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) days after such Notice is given by the Company to such holders. All requests made pursuant to this Section 3 will specify the amount of Registrable Securities to be registered and the intended methods of disposition thereof. The Company shall use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement (except in the case of this clause (2a Shelf Registration Statement) such with respect to any Demand Registration does not become for a period of at least one hundred eighty (180) days after the effective after being filed by date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended, if reasonably practicable, for a period of time equal to the Company solely by reason of the refusal to proceed by period the holders of Registrable Securities unless refrain from selling any securities included in such Registration Statement at the request of (x) an underwriter or (y) the Company pursuant to the provisions herein. The Company shall use its commercially reasonable efforts to maintain the effectiveness of a Registration Statement that constitutes a Shelf Registration Statement at all times during the Effectiveness Period; provided, however, that any Holder of Registrable Securities that have been included in a Shelf Registration Statement may request that such Registrable Securities be removed from such Shelf Registration Statement, in which event the Company shall promptly either withdraw such Shelf Registration Statement or file a post-effective amendment to such Shelf Registration Statement removing such Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to each Shelf Registration Statement filed by the Company pursuant to this Section 3 shall contain all language (including, without limitation, on the Prospectus cover page, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by a Yorktown Qualified Holder to allow for distribution to, and resale by, the direct and indirect partners, investors or affiliated entities of a Yorktown Qualified Holder (a “Partner Distribution”) and (ii) the holders Company shall, at the reasonable request of any Yorktown Qualified Holder seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the Registrable Securities elect initial Shelf Registration Statement, or revise such language if deemed necessary by such Yorktown Qualified Holder to pay all Registration Expenses in connection with effect such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand RegistrationPartner Distribution.

Requests for Registration. If Subject to the limits set forth below, at any time after the completion of the IPO, each of HPI (or its designated Permitted Transferee) and only if Sub (ior its designated Permitted Transferee) shall have the Company has failed right by delivering a written notice to cause HII (a “Demand Notice”, and the Stockholder submitting such Demand Notice, a “Demanding Stockholder”) to become effectiverequire HII to register, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with pursuant to the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), Agreement under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (but not less than 5% a “Demand Registration”). Within ten (10) days after receipt by HII of a Demand Notice, HII shall give written notice (the total number “Notice”) of such Demand Notice to all other holders of Registrable Securities then outstandingand shall, subject to the provisions of subsection (b), include in such registration all Registrable Securities with respect to which HII received written requests for inclusion therein within ten (10) days after such Notice is given by HII to such holders. The number A Demand Notice (including a Demand Notice that is also a Take-Down Notice) shall only be binding on HII if the sale of Demand Registrations all Registrable Securities requested to be registered (pursuant to this Section 4(athe Demand Notice and in response to the Notice) is reasonably expected to result in aggregate gross proceeds in excess of $25,000,000. Following receipt of a Demand Notice for a Demand Registration, HII shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not exceed onelater than 60 days after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Each of HPI and Sub shall be entitled to request four (4) Demand Registrations; provided, however, that in determining there shall be no limit to the number of Demand Registrations that constitute “shelf” registrations as contemplated by the next succeeding sentence. After such time as HII shall become eligible to which use Form S-3 (or comparable form) for the holders registration under the Securities Act of Registrable Securities are entitled there any of its securities, HPI or Sub shall be excluded (1) entitled to request that any Demand Registration that for which such Stockholder is delivering a Demand Notice be a “shelf” registration pursuant to Rule 415 under the Securities Act, and each of HPI and Sub shall be entitled to an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total unlimited number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities Demand Registrations that can be sold in such offering in accordance with the constitute “shelf” registrations. Notwithstanding any other provisions of this Agreement without materially and adversely affecting the success of such offeringSection 2, (2) any in no event shall more than one Demand Registration that occur within any six (6) month period from the effective date of any Registration Statement filed pursuant to a prior Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if (i) the Registration Statement relating to such Demand Registration does not become effective or effective, (ii) the Registration Statement relating to such Demand Registration is not maintained effective for the period required pursuant to Section 4(bthis subsection (a), (iii) hereofthe offering of the Registrable Securities pursuant to the Registration Statement relating to such Demand Registration is subject to a stop order, unless in injunction or similar order or requirement of the case of this clause Commission during such period, or (2iv) such the Demand Registration does not become effective after being filed by because the Company solely by reason Demanding Stockholder withdraws its Demand Notice because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), prospects, business, assets or results of operations of HII and its subsidiaries taken as a whole subsequent to the date of the refusal delivery of the Demand Notice. All requests made pursuant to proceed by this Section 2 will specify the holders amount of Registrable Securities unless to be registered and the intended methods of disposition thereof. HII shall be required to maintain the effectiveness of the Registration Statement (except in the case of a requested “shelf” registration) with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of (x) an underwriter or (y) HII pursuant to the provisions of this Agreement. HII shall be required to maintain the effectiveness of a “shelf” Registration Statement with respect to any Demand Registration at all times until the third anniversary of the effective date thereof, or, if earlier, until all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that any Stockholder owning Common Equity Securities that have been included on a “shelf” Registration Statement may request that such Common Equity Securities be removed from such Registration Statement, in which event HII shall promptly either withdraw such Registration Statement if the Common Equity Securities of such Stockholder are the only Common Equity Securities still covered by such Registration Statement or file a post-effective amendment to such Registration Statement removing such Common Equity Securities. Notwithstanding anything contained herein to the contrary, HII hereby agrees that (i) each Demand Registration that is a “shelf” registration pursuant to Rule 415 under the refusal Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be reasonably requested by a holder of Registrable Securities to proceed is based upon allow for a distribution to, and resale by, the advice direct and indirect affiliates, partners, members or stockholders of counsel relating to a matter with respect to the Company or holder of Registrable Securities (a “Partner Distribution”) and (ii) HII shall, at the holders reasonable request of the any holder of Registrable Securities elect seeking to pay all effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Expenses in connection with Statement, or revise such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and language if deemed reasonably necessary by such holder to be sold pursuant to the Demand Registrationeffect such Partner Distribution.

Requests for Registration. If At any time and only if (i) from time to time on or following the Company has failed date hereof, any Stockholder may, subject to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms provisions of this Agreement, (ii) request in writing that the holders Company effect the registration of any or all of the Registrable Securities have requested to participate in a Piggyback Registration, but held by such requested participation has been reduced to zero pursuant to Section 5(b) Stockholder (a an “Full Underwriter CutbackInitial Requesting Holder”) or (iii) either with the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), Commission under and in accordance with the provisions of the Securities Act Act, which notice shall specify (i) the number then-current name and address of such Initial Requesting Holder or Initial Requesting Holders, (ii) the amount of Registrable Securities requested proposed to be so registered and (but not less than 5% iii) the intended method or methods and plan of disposition thereof, including whether such requested registration is to involve an underwritten offering. The Company shall give prompt written notice of such registration request to all other Holders. Except as otherwise provided in this Agreement and subject to Section 2.08 in the case of an underwritten offering, the Company shall prepare and use its best efforts to file a Registration Statement with the Commission promptly after such request has been given with respect to (i) all Registrable Securities included in the Initial Requesting Holder’s request and (ii) all Registrable Securities included in any request for inclusion delivered by any other Holder (together with the Initial Requesting Holder, the “Requesting Holders”) within fifteen (15) days after delivery of the total number Company’s notice of the Initial Requesting Holder’s registration request to such other Holders, in each case subject to Section 2.08 if such offering is an underwritten offering. Thereafter, the Company shall use its best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities then outstanding). The number for disposition in accordance with the intended method or methods of Demand Registrations pursuant to this Section 4(a) shall not exceed onedisposition stated in such request; provided, however, that in determining the number Company will not be required to take any action pursuant to this Article II if a Registration Statement is effective at the time such request is made and such Registration Statement may be used for the offering and sale of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds registered. Subject to Section 2.09, the number of Registrable Securities that can be sold Company may include in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any registration other shareholder securities of the Company exercises a right for sale, for the Company’s account or for the account of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationany other Person.

Requests for Registration. If and only if (i) Commencing 180 days after the Company has failed to cause to become effectiveInitial Public Offering, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will Qualified Holder shall have the right by delivering a written notice to deliver a the Company (the “Demand Notice Notice”) to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”). Following receipt of a Demand Notice for a Demand Registration, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not less later than 5% 30 days, after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Each Principal Shareholder shall be entitled to a maximum of the total number one Demand Registration, which, if such Demand Registration has not been exercised, may be transferred to any of Registrable Securities then outstanding). The number of Demand Registrations such Principal Shareholder’s successors or assigns who becomes a Qualified Holder pursuant to this Section 4(a) shall not exceed one12(c); provided, however, that in determining no such succession or assignment shall have the effect of increasing the number of Demand Registrations to which be performed by the holders Company for the benefit of Registrable Securities are entitled there shall be excluded (1) the shares held by such Principal Shareholder. Notwithstanding any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the other provisions of this Agreement without materially and adversely affecting the success of such offeringSection 3, (2) any in no event shall more than one Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 120 days after the effective date of a Registration Statement filed by the Company; provided that no Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 4(b3(a), in which case the Demanding Qualified Holders shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, unless include in such registration all Registrable Securities with respect to which the case of this clause Company received written requests for inclusion therein within ten (210) days after such Demand Registration does not become effective after being filed Notice is given by the Company solely by reason to such holders. All requests made pursuant to this Section 3 will specify the amount of Registrable Securities to be registered and the intended methods of disposition thereof. The Company shall be required to maintain the effectiveness of the refusal Registration Statement with respect to proceed by any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holders of Registrable Securities unless (i) refrain from selling any securities included in such registration at the refusal to proceed is based upon the advice request of counsel relating to a matter with respect to an underwriter of the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationthis Agreement.

Requests for Registration. If and only if Subject to the following paragraphs of this Section 3(a), (i) prior to the Company has failed to cause to become effectivedate that is ten years after the date hereof the Initial Member, and on or maintain after the effectiveness ofdate that is ten years after the date hereof the Initial Member and the Minority Member, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will shall have the right right, by delivering or causing to deliver be delivered a Demand Notice written notice to the Company, to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”)pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act Act, the sale of a number of LLC Units (which may or may not be Registrable Securities) specified by the Initial Member or the Minority Member to be so sold in the initial Public Offering (an “IPO Demand”); (ii) following the initial Public Offering, each of the Initial Member and the Minority Member shall have the right, by delivering, directly or indirectly, a written notice to the Company, to require the Company to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered by the Initial Member or the Minority Member pursuant to the terms of this Agreement, (but not less than 5% of any such written notice pursuant to clause (i) or (ii), a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that, in each case, a Demand Notice may only be made if the total number of Registrable Securities then outstandingrequested to be registered in such Demand Notice is reasonably expected by such demanding Shareholder to result in aggregate gross cash proceeds in excess of $200,000,000 (without regard to any underwriting discount or commission); provided, further that, unless the Initial Member shall otherwise consent, the Company shall not be obligated to file a Registration Statement relating to any registration request under this Section 3(a) within a period of 180 days after the effective date of any other Registration Statement relating to any registration request under this Section 3(a) (except if the underwriters shall require a longer period, but in any event no more than 270 days). The number Following receipt of a Demand Registrations pursuant to Notice for a Demand Registration in accordance with this Section 4(a) 3(a), the Company shall not exceed oneuse its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof; provided, however, that in determining notwithstanding the number of foregoing, if a Demand Registrations Notice is delivered or caused to which be delivered by the holders of Registrable Securities are entitled there Minority Member pursuant to its right to make an IPO Demand under Section 3(a)(i), such notice shall be excluded (1) any Demand Registration deemed to have been delivered on the date that is 120 days after the date that such notice is delivered by the Minority Member. During the 120 day period set forth in the immediately preceding sentence of this Section 3(a), the Company shall consult with the Initial Member and, if directed by the Initial Member, the Company shall prepare an underwritten registration if Alternative IPO Entity for the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering initial Public Offering in accordance with Section 11 hereof and any demand made by the provisions Minority Member shall thereafter be deemed to be a Demand Notice in respect of the IPO Units; provided that, prior to the date that is ten years after the date hereof, no Member (other than the Initial Member) shall be entitled to serve a Demand Notice in respect of the LLC Units or the IPO Units until the date that is 30 days after the final day of any lock-up period relating to the IPO agreed between the Alternative IPO Entity and the underwriters managing the IPO of the Alternative IPO Entity. No Demand Registration or related Demand Notice shall be deemed to have occurred for purposes of this Agreement without materially and adversely affecting Section 3 if the success of such offering, Registration Statement relating thereto (2i) any Demand Registration that does not become effective or effective, (ii) is not maintained effective for the period required pursuant to this Section 4(b3, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Notice and Demand Registration in lieu thereof. Within 10 days after receipt by the Company of an IPO Demand in accordance with clause (i) of the first paragraph of this Section 3(a), provided that the Member serving the IPO Demand proposes to include Registrable Securities held by such Member in the offering that is the subject of such IPO Demand, or a Demand Notice in accordance with clause (ii) of the first paragraph of this Section 3(a), the Company shall give written notice (the “Participation Notice”) of such IPO Demand or Demand Notice to all other Shareholders directly or indirectly holding Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, unless offer to such Shareholders the opportunity to include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after such Participation Notice is given by the Company to such holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and/or, in the case of this clause (2) such an initial Public Offering, the number of LLC Units to be issued or sold, and the intended methods of disposition thereof. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration does not become for a period of at least 180 days (two years for a shelf registration statement) after the effective after being filed by date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the Company solely by reason of period the refusal to proceed by the holders holder of Registrable Securities unless (i) refrains from selling any securities included in such Registration Statement at the refusal to proceed is based upon the advice request of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder an underwriter of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationprovisions of this Agreement.

Requests for Registration. If and only if Subject to the following paragraphs of this Section 4(a), (i) in connection with any Initial Public Offering on or prior to the Company has failed fifth anniversary of the date of this Agreement, the KKR Stockholders shall have the right, by delivering or causing to cause be delivered a written notice to become effectivethe Corporation, or maintain to require the effectiveness ofCorporation to register, either the Series B Registration Statement or the Warrant Registration Statement in accordance with pursuant to the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the sale of a number of Registrable Securities requested specified by the KKR Stockholders (subject to be so registered clause (but not less than 5% i) of the second paragraph of Section 5(a)), (ii) in connection with any Initial Public Offering following the fifth anniversary of the date of this Agreement, if KKR and Walgreens agree (each acting reasonably) on the total number of Registrable Securities to be sold by the KKR Stockholders and the Walgreens Stockholders in such Initial Public Offering, then outstanding). The each Principal Stockholder shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the sale of pro rata portion of such total number of Demand Registrations Registrable Securities; provided that, for the avoidance of doubt, if KKR and Walgreens do not so agree, no Principal Stockholder shall be entitled to sell Registrable Securities in such Initial Public Offering, and (iii) following the Initial Public Offering, each Principal Stockholder shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Section 4(aAgreement, under and in accordance with the provisions of the Securities Act, the sale of a number of Registrable Securities specified by such Principal Stockholder, in each case on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) shall not exceed oneor, if available, on Form S-3 or any similar or successor short-form registration (“Short-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that in determining the number of a Demand Registrations to which the holders of Registrable Securities are entitled there shall Notice may only be excluded (1) any Demand Registration that is an underwritten registration made if the managing underwriter or underwriters have advised sale of the holders of Registrable Securities that the total number of Registrable Securities requested to be included registered by any demanding Principal Stockholder and its Affiliates is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission); provided, further, that the Corporation shall not be obligated to file a Registration Statement relating to any registration request under this Section 4(a) within a period of ninety (90) days after the effective date of any other Registration Statement relating to any registration request under this Section 4(a) (including, for this purpose, any Marketed Underwritten Shelf Take Down) (or, after the effective date of the Initial Public Offering, within a period of one hundred eighty (180) days). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 4(a), the Corporation shall use its reasonable best efforts to file with the SEC a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Promptly (and, in any event, within five (5) days) after receipt by the Corporation of a Demand Notice in accordance with this Section 4(a), the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 4(b), include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein exceeds within ten (10) days after such Notice is given by the Corporation to such holders. Notwithstanding anything to the contrary in this Agreement, unless otherwise consented to by the KKR Stockholders, in connection with a Demand Notice for an Initial Public Offering, the Corporation shall only be required (and permitted) to deliver any Notice or Piggyback Notice as provided in clause (i) of the second paragraph of Section 5(a). All requests made pursuant to this Section 4 will specify the estimated number of Registrable Securities to be registered and/or, in the case of an Initial Public Offering, the estimated number of shares of Common Stock to be issued, and the intended methods of disposition thereof; provided that can the requesting holder shall promptly inform the Corporation of any updates to such estimates. The Corporation shall be sold required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the effective date thereof or such shorter period during which all Registrable Securities included in such offering Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in accordance with such Registration Statement at the request of the Corporation or an underwriter of the Corporation pursuant to the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand RegistrationAgreement.

Requests for Registration. If Subject to the pro- visions of this Section 3, any Seller or group of Sellers may, at any time prior to the earlier of (x) the expiration of the Standstill Period and only if (y) the first date on which there are fewer than two million Registrable Shares, subject to appropri- ate adjustment in the event of a stock split, reverse stock split or stock dividend (the "Demand Registration Period"), make a written request to the Company for registration under the Securities Act of all or any part of such Seller or Sell- ers' Registrable Shares in a widely distributed underwritten offering (a "Demand Registration"). Such request shall specify the number of Registrable Shares to be registered, which amount shall not be less than the lesser of (i) four million Regis- trable Shares and (ii) 50% of the Registrable Shares then out- standing (but in any event not less than two million Registra- ble Shares), subject to appropriate adjustment in the event of a stock split, reverse stock split or stock dividend (such min- imum amount being referred to herein as the "Minimum Demand Quantity"). The Seller or Sellers making such request shall send a written notice of such request to all Sellers and the Company has failed shall, subject to the provisions of this Section 3, include in such Demand Registration all Registrable Shares with respect to which the Company receives written requests (speci- fying the amount of Registrable Shares to be registered) for inclusion therein within 15 days after the initial request. As promptly as practicable thereafter, the Company shall file with the SEC a Registration Statement, registering all Registrable Shares that any Sellers have requested the Company to register. The Company shall use all reasonable efforts to cause such Reg- istration Statement to become effective, or maintain be declared effective as soon as practi- cable after filing and to remain effective until the effectiveness of, either earlier of (i) 60 days following the Series B Registration Statement or date on which it was declared effec- tive and (ii) the Warrant Registration Statement date on which all of the Registrable Shares covered thereby are disposed of in accordance with the terms method or methods of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationdisposition stated therein.

Requests for Registration. If and only if (i) Subject to the following paragraphs of this Section 3(b), following the expiration of the Restricted Period, the Shareholders holding a majority of the then-outstanding Registrable Securities shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company has failed to cause register pursuant to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (but which, unless all Shareholders delivering such notice request otherwise, shall be (A) filed pursuant to Rule 415 under the Securities Act and (B) if the Company is a Well-Known Seasoned Issuer at the time of filing such Registration Statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not less than 5% then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall be required to make the initial filing of the total number Registration Statement within thirty (30) days following receipt of Registrable Securities then outstanding). The number such Demand Notice in the case of a Short-Form Registration or within sixty (60) days following receipt of such Demand Registrations pursuant to this Section 4(a) shall not exceed oneNotice in the case of a Long-Form Registration; provided, however, that in determining the number unless a Shareholder requests to have registered all of its Registrable Securities, a Demand Registrations to which the holders of Registrable Securities are entitled there shall Notice for a Marketed Offering may only be excluded (1) any Demand Registration that is an underwritten registration made if the managing underwriter or underwriters have advised sale of the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds registered by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $25,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(b), the number 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 Automatic Shelf Registration Statement). (i) No Demand Registration shall be deemed to have occurred for purposes of this Section 3(b) or 4(c), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(f) or 4(c), if (A) the Registration Statement relating thereto (and covering not less than all Registrable Securities that can be sold specified in such offering the applicable Demand Notice for sale in accordance with the provisions intended method or methods of this Agreement without materially and adversely affecting the success of distribution specified in such offeringDemand Notice) (1) does not become effective, or (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to this Section 4(b) hereof, unless in the case of this clause 3; (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (iB) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders offering of the Registrable Securities elect pursuant to pay all such Registration Expenses Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period; or (C) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions. (ii) All requests made pursuant to this Section 3(b) must: (A) state that it is a notice to initiate a Demand Registration under this Agreement; (B) identify the Shareholders effecting the request; and (C) specify the number of Registrable Securities to be registered and the intended method(s) of disposition thereof. (iii) Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period upon which all Shareholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold, or, if such Demand Registration and is for an Underwritten Offering, such longer period as in the opinion of counsel for the underwriter or underwriters a Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer. (iv) Within three (3) Business Days after receipt by the Company of a Demand Notice pursuant to this Section 3(b), the Company shall deliver a written notice of any such Demand Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 3(c), include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) days after the date that such notice has been delivered; provided that the Shareholders must agree to the plan of distribution proposed by the Shareholders who delivered the Demand Notice and, in connection with which any other shareholder Underwritten Registration, such holders (together with the Company) must enter into an underwriting agreement in the form reasonably approved by the Company and the Shareholders holding the majority of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and Registrable Securities subject to be sold such Underwritten Registration. All requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered. For the avoidance of doubt, an Underwritten Registration pursuant to a Demand RegistrationRegistration may be made pursuant to an effective shelf Registration Statement filed pursuant to Section 3(a) hereof.

Requests for Registration. If and only if Subject to the limits set forth herein, the Contributors shall have the right by delivering a written notice to Copano (ia “Demand Notice”) the Company has failed to cause require Copano to become effectiveregister, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with pursuant to the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), Agreement under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions terms of this Agreement without materially and adversely affecting provided that the success sale of such offeringRegistrable Securities is reasonably expected to result in aggregate gross cash proceeds in excess of ten million dollars ($10,000,000) (a “Demand Registration”). Following receipt of a Demand Notice for a Demand Registration, (2) any Copano shall use its reasonable commercial efforts to file a Shelf Registration Statement within 60 days of receipt of a Demand Notice, and, if such Shelf Registration Statement is not automatically effective upon filing, shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Contributors shall be entitled to one Demand Registration; provided that no Demand Registration that shall be exercised unless such Demand Registration is agreed to by the Holders of a majority of the outstanding Registrable Securities. No Demand Registration shall be deemed to have occurred for purposes of this Section 2.01 if the Shelf Registration Statement relating thereto (i) does not become effective or effective, (ii) is not maintained effective for the period required pursuant to this Section 4(b2.01(a) hereof, unless in the case of this clause or (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (iiii) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders offering of the Registrable Securities elect pursuant to pay all such Shelf Registration Expenses in connection with Statement is subject to a stop order, injunction or similar order or requirement of the Commission during such Demand Registration period. In the case of each of clauses (i), (ii) and (3) iii), the Contributors shall be entitled to an additional Demand Registration. Any request made pursuant to this Section 2.01 will specify the amount of Registrable Securities to be registered and the intended methods of disposition thereof. Copano shall be required to maintain the effectiveness of the Shelf Registration Statement with respect to any Demand Registration until all Registrable Securities included in connection with which such Shelf Registration Statement have actually been sold or there are no longer any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand RegistrationRegistrable Securities outstanding.

Requests for Registration. If and only if Subject to the following paragraphs of this Section 4(a), following the Initial Public Offering (i) but not including the Company has failed Initial Public Offering), each Stockholder shall have the right, by delivering or causing to cause be delivered a written notice to become effectivethe Corporation, or maintain to require the effectiveness ofCorporation to register, either the Series B Registration Statement or the Warrant Registration Statement in accordance with pursuant to the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the sale by such Stockholder of a number of Registrable Securities requested specified by such Stockholder, in each case on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar or successor short-form registration (“Short-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that the Corporation shall only be required to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of effect a Demand Registrations Registration pursuant to this Section 4(a) if such Demand Registration (including any Registrable Securities included in such Demand Registration pursuant to the immediately succeeding paragraph) is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission); provided, further that the Corporation shall not exceed onebe obligated to file a Registration Statement relating to any registration request under this Section 4(a) if it would become effective within a period of one hundred eighty (180) days after the effective date of the Registration Statement for the Initial Public Offering or if it would become effective within a period of sixty (60) days after the effective date of any other Registration Statement relating to any registration request under this Section 4(a) or within a period of sixty (60) days after the pricing of any Underwritten Shelf Take-Down relating to a request under Section 3(d). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 4(a), the Corporation shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but in any event no later than forty-five (45) days after the date of the related Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof (subject to the second proviso in the immediately preceding sentence), but in no event later than ninety (90) days after the date of the related Demand Notice. Promptly (and, in any event, within five (5) days) after receipt by the Corporation of a Demand Notice in accordance with this Section 4(a), the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 4(b), include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within ten (10) days after such Notice is given by the Corporation to such holders. All requests made pursuant to this Section 4 will specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that in determining such period shall be extended for a period of time equal to the number of Demand Registrations to which period the holders holder of Registrable Securities are entitled there shall be excluded (1) refrains from selling any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be securities included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with Registration Statement at the request of the Corporation or an underwriter of the Corporation pursuant to the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand RegistrationAgreement.

Requests for Registration. If and only if (i) At any time and from time to time after the Company has failed to cause to become effectiveclosing of a Qualified Public Offering, a Demand Party may request registration, whether underwritten or maintain otherwise, under the effectiveness of, either the Series B Registration Statement Securities Act of all or the Warrant Registration Statement in accordance with the terms part of this Agreement, (ii) the holders of the such Demand Party's Registrable Securities have requested (other than Warrants and the Common Stock underlying such Warrants) in an amount equal to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(bnot less than the lesser of (A) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 525% of the total number of Registrable Securities then outstanding will have the right held by each Holder (each of Nassau and THL shall be deemed to deliver a be one Holder for purposes of this clause (A)) comprising such Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions Party of the Securities Act class in respect of which such demand for registration is being made and (B) $100,000,000 in Aggregate Offering Price of Registrable Securities. Each such request for a registration shall specify the approximate number and class of Registrable Securities requested to be so registered and the anticipated per share price range for such offering. (but not less than 5% ii) Within ten (10) days after receipt of any such request for a registration, the total Company will give written notice (a "Demand Notice") of such requested registration (including the number of Registrable Securities then outstanding). The number included and the possible intended methods of disposition thereof) to all other Holders of Registrable Securities, if any (including, in the case of a Demand Registrations pursuant to Registration involving Common Stock, all Partnership Unit Holders for purposes of this Section 4(a3(a)(ii) shall not exceed one; but subject to Section 4(e) hereof and all applicable restrictions and limitations on the redemption of Partnership Units set forth in the ARC IV Partnership Agreement, in order to afford such Holders the opportunity to participate in such Demand Registration through a redemption of Partnership Units in exchange for shares of Common Stock to be sold in the related offering), and will include (subject to the provisions of this Agreement) in such registration all Registrable Securities of the same class as the securities being registered with respect to which the Company has received written requests from any other Holders for inclusion therein within 20 days after the receipt of the Demand Notice, provided, however, that in determining the number of (A) if such Demand Registrations to which the holders Registration involves an underwritten offering, all Holders of Registrable Securities are entitled there requesting to be included in such registration must sell their Registrable Securities to the underwriters on the same terms and condi tions as apply to the Demand Party, and each such Holder (including Partner ship Unit Holders who request to be included in such registration) shall, if requested by the underwriters, enter into a customary holdback agreement with respect to such Holder's Registrable Securities as contemplated by Section 5(a) hereof, and (B) it shall be excluded a condition to the participation by any Partnership Unit Holder in any such Demand Registration that no provision of the ARC IV Partnership Agreement shall prohibit or restrict the redemp tion by such Partnership Unit Holder of any Partnership Units as to which such Partnership Unit Holder has made a request hereunder for inclusion in such Demand Registration and that (1) any Demand Registration that is in the case of an underwritten registration if offer ing, such Partnership Unit Holder shall have delivered to ARC IV a notice of redemption, together with the managing underwriter or underwriters have advised certificates evidencing the holders of Partnership Units to be converted into the Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with (the provisions of this Agreement without materially and adversely affecting "Redemption Notice Package") not less than five (5) Business Days prior to the success closing date of such offering, and (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) any other offering, such Demand Registration does not become effective after being filed Partnership Unit Holder shall have delivered to ARC IV a Redemption Notice Package a reasonable time prior to the proposed sale of such Holder's Registrable Securities in such offering, as determined by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless Company. (iiii) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold All registrations requested pursuant to the this Section 3(a) are referred to herein as "Demand RegistrationRegistrations."

Requests for Registration. If and only if (i) The Demanding Holders shall have ------------------------- the right by written notice delivered to the Company has failed to cause to become effective, or maintain (the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii"Demand Notice") the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) register (a “"Demand Registration”), ") under and in accordance accor- dance with the provisions of the Securities Act the number of Registrable Securities requested to be so registered (but not less than 5% pursuant to the terms of this Agree- ment. In no event shall the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a3(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) two for all Demanding Holders unless any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to this Section 4(b3(a), or the amount of Registrable Securities to be registered on behalf of the holders requesting such Demand Registration is reduced by more than 50% pursuant to Section 3(b) hereof, unless then the Demanding Holders shall be entitled to an additional Demand Registration in the case of this clause (2) lieu thereof until such Demand Registration does not become is declared and maintained effective for such period. Within 10 days after being filed receipt by the Company solely by reason of a Demand Notice, the refusal Company shall give written notice of such Demand Notice to proceed by the all other holders of Registrable Securities unless and shall,subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 10 days after such notice is given by the Company to such holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposi- tion thereof. If the Demanding Holders request that such Demand Registration be a "shelf" registration pursuant to Rule 415 under the Securities Act, the Company shall file such Demand Registration under Rule 415 and shall keep the Registra- tion Statement filed in respect thereof effective for a period that shall terminate on the earlier of (i) 180 days from the refusal to proceed is based upon date on which the advice of counsel relating to a matter with respect to the Company or SEC declares such Registration Statement effective and (ii) the holders of the date on which all Registrable Securities elect to pay all covered by such Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise Statement have and purchases all the stock registered and to be been sold pursuant to the Demand Registrationsuch Registration Statement.

Requests for Registration. If Subject to Section 1(e) below and only if the other terms and conditions of this Agreement, at any time beginning thirty (30) days prior to the expiration of the applicable transfer restrictions under their respective Lock-Up Agreements, each of (i) the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this AgreementFounder, (ii) Existing Investors or group of Existing Investors (other than the holders BBH Investors) holding at least thirty three percent (33.0%) of the then-outstanding number of Registrable Securities have requested held by all Existing Investors and (iii) the BBH Investors, may (A) if a short-form registration statement is not available to participate in a Piggyback Registrationthe Company, but such requested participation has been reduced to zero pursuant to Section 5(b) request registration under the Securities Act on Form S-1 or any successor form or any similar long-form registration statement (a “Full Underwriter CutbackLong-Form Registration”) of all or any portion of its Registrable Securities in accordance with Section 1(b) or (iiiB) either if available, request registration under the Series B Registration Statement Securities Act on Form S-3 (including a Shelf Registration) or the Warrant Registration Statement is no longer effective, then, in the case any successor form or any similar short-form registration statement (a “Short-Form Registration”) of clause (i) above, until the Series B Registration Statement all or the Warrant Registration Statementany portion of its Registrable Securities, as the case may be, in accordance with Section 1(c) (each such request, a “Demand Notice”); provided that (I) the Existing Investors (other than the BBH Investors) shall be collectively entitled to a total of three (3) Demand Registrations, (II) the Founder shall be entitled to a total of one (1) Demand Registration and (III) BBH Investors shall be collectively entitled to a total of three (3) Demand Registrations; provided further that a registration shall not count towards such number unless and until the relevant holder is declared effective, or, able to register and sell at least seventy-five percent (75%) of the Registrable Securities requested by such holder to be included in the case of clause (iisuch registration. All registrations requested pursuant to this Section 1(a) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, by the holders of Registrable Securities constituting at least 5% are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the intended method of distribution and the total approximate number of Registrable Securities then outstanding requested to be registered. No Demand Registration will have the right to deliver a Demand Notice to require the Company to register, in accordance be consummated (and no registration statement with Section 4(brespect thereto filed) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act if the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations including pursuant to this Section 4(athe following sentence) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded is fewer than (1i) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause a Long-Form Registration, such number of Common Shares or Preferred Shares (2on an as-converted basis) with a value (based on the closing price of the Common Shares on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable, for any Long-Form Registration) of $25,000,000 and (ii) in the case of Short-Form Registrations, such Demand Registration does not become effective number of Common Shares or Preferred Shares (on an as-converted basis) with a value (based on the closing price of the Common Shares on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable, for any Short-Form Registration) of $5,000,000. Within ten (10) days after being filed by receipt of any such request, the Company solely by reason shall give written notice of such requested registration to all other Investors and, subject to the refusal to proceed by the holders terms of Section 1(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws and in compliance with other registration requirements and in any related underwriting) all Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to which the Company or has received written requests for inclusion therein within thirty (ii30) days after the holders delivery of the Registrable Securities elect to Company’s notice. The Company shall pay all Registration Expenses in connection (as defined below) with respect to Demand Registrations, whether or not any such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationoffering is completed.

Requests for Registration. If and only if (i) Subject to the Company has failed following paragraphs of this Section 3, the Sponsor Investor Shareholder shall have the right, by delivering, directly or indirectly, a written notice to cause the Corporation, to become effective, or maintain require the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with Corporation to register pursuant to the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under Agreement and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-1 or any similar or successor long-form registration (but not less than 5% “Long-Form Registrations”) or, if available, on Form S-3 or any similar or successor short-form registration (“Short-Form Registrations”) (any such written notice delivered by the Sponsor Investor Shareholder or CPPIB, a “Demand Notice” and any such registration pursuant to receipt of a Demand Notice by the Sponsor Investor Shareholder or CPPIB, a “Demand Registration”) provided that in each case, the aggregate amount of such Registrable Securities must be at least $50,000,000. Subject to the following paragraphs of this Section 3, CPPIB shall have the right, beginning on the date twelve months after the last day in the calendar month in which a Registration Statement in connection with an underwritten Public Offering became effective, by delivering, directly or indirectly, a Demand Notice to the Corporation, to require the Corporation to register pursuant to the terms of this Agreement and in accordance with the provisions of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; providedAct, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds so registered pursuant to the number terms of this Agreement using a Long-Form Registration or, if available, using a Short-Form Registration (in each case, the aggregate amount of such Registrable Securities must be at least $50,000,000); provided that can the Long-Form Registration demand right may only be sold in such offering exercised if the Corporation is not eligible to use a Short-Form Registration; provided further that if the Corporation has a registration statement filed with the SEC in accordance with and pursuant to Rule 415 under the provisions of this Agreement without materially Securities Act, then such demand right shall be exercised in accordance with Section 4(c). The Sponsor Investor Shareholder and adversely affecting the success of such offeringCPPIB may, (2) in connection with any Demand Registration requested by such holder that does not become effective or is not maintained effective for a Short Form Registration, require the period required Corporation to file such Registration Statement with the SEC in accordance with and pursuant to Section 4(b) hereofRule 415 under the Securities Act including, unless in if the case Corporation is then eligible, as an automatic shelf registration. Following receipt of this clause (2) such a Demand Notice for a Demand Registration does not become effective after being filed by delivered in accordance with this Section 3(a), the Company solely by reason of the refusal Corporation shall use its reasonable best efforts to proceed by the holders of Registrable Securities unless (i) the refusal file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all cause such Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and Statement to be sold pursuant to declared effective under the Demand RegistrationSecurities Act as promptly as practicable after the filing thereof.

Requests for Registration. If and only if (i) Subject to the Company has failed following paragraphs of this Section 3, each Significant Investor Shareholder shall have the right, by delivering, directly or indirectly, a written notice to cause the Corporation, to become effective, or maintain require the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with Corporation to register pursuant to the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under Agreement and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-1 or any similar or successor long-form registration (but not less than 5% “Long-Form Registrations”) or, if available, on Form S-3 or any similar or successor short-form registration (“Short-Form Registrations”) (any such written notice delivered by each Significant Investor Shareholder, a “Demand Notice” and any such registration pursuant to receipt of a Demand Notice by each Significant Investor Shareholder, a “Demand Registration”) provided that in each case, the total number aggregate amount of such Registrable Securities must be at least $50,000,000. Subject to the following paragraphs of this Section 3, each Significant Investor Shareholder shall have the right, beginning on the date twelve months after the last day in the calendar month in which a Registration Statement in connection with an underwritten Public Offering became effective, by delivering, directly or indirectly, a Demand Notice to the Corporation; provided that the Long-Form Registration demand right may only be exercised if the Corporation is not eligible to use a Short-Form Registration; provided further that if the Corporation has a registration statement filed with the SEC in accordance with and pursuant to Rule 415 under the Securities Act, then outstandingsuch demand right shall be exercised in accordance with Section 4(c). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; providedEach Significant Investor Shareholder may, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) connection with any Demand Registration requested by such holder that is an underwritten registration if a Short Form Registration, require the managing underwriter or underwriters have advised Corporation to file such Registration Statement with the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering SEC in accordance with and pursuant to Rule 415 under the provisions Securities Act including, if the Corporation is then eligible, as an automatic shelf registration. Following receipt of this Agreement without materially and adversely affecting the success of such offering, (2) any a Demand Notice for a Demand Registration that does not become effective or is not maintained effective for delivered in accordance with this Section 3(a), the period required pursuant Corporation shall use its reasonable best efforts to Section 4(b) hereof, unless in the case of this clause (2) file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and Statement to be sold pursuant to declared effective under the Demand RegistrationSecurities Act as promptly as practicable after the filing thereof.

Requests for Registration. If Subject to the terms and only if conditions of this Agreement, (i) on any two (2) occasions from and after 180 days following the IPO or, if earlier, the release (whether in whole or in part) of the Shares held by an Investor pursuant to the lock-up agreement entered into with the underwriters pursuant to the IPO, Holders of at least fifty percent (50%) of the Registrable Securities may request registration under the Securities Act of at least twenty-five percent (25%) of the Registrable Securities on Form F-1 or any similar long-form registration (“Long-Form Registrations”), and (ii) on no more than two (2) occasions in any twelve (12) month period, Holders of at least thirty percent (30%) of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form F-3 or any similar short-form registration (“Short-Form Registrations”) if available; provided that the Company shall not be obligated to file registration statements relating to any (A) Long-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $50 million or (B) Short-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $20 million. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” Following such Demand Registration, the Company shall use reasonable commercial efforts to file a registration statement under the Securities Act covering the registration of all Registrable Securities that the relevant Holders request to be registered (as set out below) as promptly as possible but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to this Section 2(a), provided that all necessary documents for such registration can be obtained and prepared within such 60-day period. The Holders making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, upon receipt of the request for the Demand Registration, the Company shall as promptly as reasonably practicable (but in no event later than ten days after receipt of the request for the Demand Registration) give written notice of the Demand Registration to all other Holders who hold Registrable Securities and, subject to the terms of Section 2(e), shall include in such Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has failed received written requests for inclusion therein within (x) 15 days, in the case of any notice with respect to cause to become effectivea Long-Form Registration, or maintain (y) ten days, in the effectiveness ofcase of any notice with respect to a Short-Form Registration, either after the Series B receipt of the Company’s notice. Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Registration Statement and shall not disclose or use the Warrant information contained in such notice of Demand Registration Statement without the prior written consent of the Company or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in accordance with breach of the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registration.

Requests for Registration. If and only if Subject to Sections 1(b) through (g) below, (i) the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time and from time to time, the holders of a majority of the Investor Registrable Securities constituting may request registration, whether underwritten or not, under the Securities Act of all or any portion of their respective Investor Registrable Securities (A) on Form S-1 or any similar long-form registration statement, (B) on Form S-2 or S-3 or any similar short-form registration statement, if available, or (C) on any applicable “short form” pursuant to Rule 415 under the Securities Act, if available, and (ii) at any time and from time to time following the Initial Public Offering, (A) the holders of at least 5% a majority of the total number of Outside Preferred Investor Registrable Securities then outstanding will have may request registration, whether underwritten or not, under the right Securities Act of all or any portion of their respective Outside Preferred Investor Registrable Securities on Form S-1 or any similar long-form registration statement (together with the long-form registrations contemplated by clause (i)(A) above, the “Long-Form Registrations”) and (B) any holder of Preferred Investor Registrable Securities may request registration, whether underwritten or not, under the Securities Act of all or any portion of such holder’s Preferred Investor Registrable Securities (1) on Form S-2 or S-3 or any similar short-form registration statement (together with the short-form registrations contemplated by clause (i)(B) above, the “Short-Form Registrations”), if available, or (2) on any applicable “short form” pursuant to deliver Rule 415 under the Securities Act (together with any shelf registration contemplated by clause (i)(C) above, “415 Registrations”), if available. All registrations requested as described in this Section 1 are referred to herein as “Demand Registrations.” Each such request for a Demand Notice to require the Company to register, in accordance with Section 4(b) Registration (a “Demand RegistrationNotice”), under and in accordance with ) will specify the provisions of the Securities Act the approximate number of Registrable Securities requested to be so registered registered, the anticipated per share price range for such offering (but not less than 5% which range may be revised from time to time by the Persons initiating such Demand Registration by written notice to the Company to that effect), and whether the Demand Registration will be underwritten. Each request for a Demand Registration and, subject to the provisions of Section 7 below, each request for inclusion in such Demand Registration also will specify the manner and disposition of the total number shares of Registrable Securities then outstanding)included therein. The number Within 10 days after receipt of any such Demand Registrations pursuant Notice, the Company will give written notice of such request for registration to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the all other holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten and will include in such registration if the managing underwriter or underwriters have advised the holders of all Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to which the Company or (ii) has received written requests for inclusion therein within 15 days after the holders receipt of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand RegistrationCompany’s notice.

Requests for Registration. If and only if (i) At any time and from time to time after the Company has failed to cause to become effectiveclosing of a Qualified Public Offering, a Demand Party may request registration, whether underwritten or maintain otherwise, under the effectiveness of, either the Series B Registration Statement Securities Act of all or the Warrant Registration Statement in accordance with the terms part of this Agreement, (ii) the holders of the such Demand Party’s Registrable Securities have requested (other than Warrants and the Common Stock underlying such Warrants) in an amount equal to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(bnot less than the lesser of (A) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 525% of the total number of Registrable Securities then outstanding will have the right held by each Holder (each of Nassau and THL shall be deemed to deliver a be one Holder for purposes of this clause (A)) comprising such Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions Party of the Securities Act class in respect of which such demand for registration is being made and (B) $75,000,000 in Aggregate Offering Price of Registrable Securities. Each such request for a registration shall specify the approximate number and class of Registrable Securities requested to be so registered and the anticipated per share price range for such offering. (but not less than 5% ii) Within ten (10) days after receipt of any such request for a registration, the total Company will give written notice (a “Demand Notice”) of such requested registration (including the number of Registrable Securities then outstanding). The number included and the possible intended methods of disposition thereof) to all other Holders of Registrable Securities, if any (including, in the case of a Demand Registrations pursuant to Registration involving Common Stock, all Partnership Unit Holders for purposes of this Section 4(a3(a)(ii) shall not exceed one; but subject to Section 4(e) hereof and all applicable restrictions and limitations on the redemption of Partnership Units set forth in the ARC LP Partnership Agreement, in order to afford such Holders the opportunity to participate in such Demand Registration through a redemption of Partnership Units in exchange for shares of Common Stock to be sold in the related offering), and will include (subject to the provisions of this Agreement) in such registration all Registrable Securities of the same class as the securities being registered with respect to which the Company has received written requests from any other Holders for inclusion therein within 20 days after the receipt of the Demand Notice, provided, however, that in determining the number of (A) if such Demand Registrations to which the holders Registration involves an underwritten offering, all Holders of Registrable Securities are entitled there requesting to be included in such registration must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Demand Party, and each such Holder (including Partnership Unit Holders who request to be included in such registration) shall, if requested by the underwriters, enter into a customary holdback agreement with respect to such Holder’s Registrable Securities as contemplated by Section 5(a) hereof, and (B) it shall be excluded a condition to the participation by any Partnership Unit Holder in any such Demand Registration that no provision of the ARC LP Partnership Agreement shall prohibit or restrict the redemption by such Partnership Unit Holder of any Partnership Units as to which such Partnership Unit Holder has made a request hereunder for inclusion in such Demand Registration and that (1) any Demand Registration that is in the case of an underwritten registration if offering, such Partnership Unit Holder shall have delivered to ARC LP a notice of redemption, together with the managing underwriter or underwriters have advised certificates evidencing the holders of Partnership Units to be converted into the Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with (the provisions of this Agreement without materially and adversely affecting “Redemption Notice Package”) not less than five (5) Business Days prior to the success closing date of such offering, and (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) any other offering, such Demand Registration does not become effective after being filed Partnership Unit Holder shall have delivered to ARC LP a Redemption Notice Package a reasonable time prior to the proposed sale of such Holder’s Registrable Securities in such offering, as determined by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless Company. (iiii) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold All registrations requested pursuant to the this Section 3(a) are referred to herein as “Demand RegistrationRegistrations.”

Requests for Registration. If and only if (i) Following the Company has failed to cause to become effectiveRegistration Rights Effective Date, or maintain each Eligible Holder shall have the effectiveness ofright, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”3.2(c) or (iiiSection 3.2(d) either and subject to the Series B Registration Statement or terms and conditions set forth in this Article 3, to request the Warrant Registration Statement is no longer effective, then, in Parent to effect the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), registration under and in accordance with the provisions of the Securities Act of all or any portion of the number Registrable Securities beneficially owned by such Eligible Holder by submitting a written request of such registration and specifying the amount of Registrable Securities requested proposed to be so registered and the intended method (but not less than 5% or methods) and plan of the total number of Registrable Securities then outstandingdisposition thereof, including whether such requested registration is to involve an underwritten offering (a "Registration Demand"). The number Parent shall give prompt written notice thereof (a "Demand Registration Notice") (and in any event within 10 Business Days from the date of Demand Registrations pursuant receipt of such Registration Demand) to each other Eligible Holder, each of whom shall be entitled to elect to include, subject to the terms and conditions set forth in this Section 4(a) shall not exceed one; providedArticle 3, however, that 10 Registrable Securities beneficially owned by it in determining the number of Demand Registrations Registration Statement to which the holders of Registrable Securities are entitled there shall be excluded (1) any a Demand Registration that is an underwritten registration if Notice relates, by submitting a written request to the managing underwriter or underwriters have advised Parent (a "Registration Request") within 15 days after the holders date of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds such Demand Registration Notice, specifying the number of Registrable Securities that can such Eligible Holder intends to dispose of pursuant to such Registration Statement. Except as otherwise provided in this Agreement, the Parent shall prepare and use its reasonable best efforts to file with the SEC, within 60 days after the date of the applicable Registration Demand, a Registration Statement with respect to the following (in either case subject to Section 3.2(j) if the Registrable Securities will be sold in an underwritten offering): (i) all Registrable Securities of the Initial Requesting Holder included in such offering Registration Demand and (ii) all Registrable Securities that other Eligible Holders elect to include in such Registration Statement, pursuant to one or more timely submitted Registration Requests. Thereafter, the Parent shall use its reasonable best efforts, in accordance with Section 3.6, to effect the registration of such Registrable Securities under the Securities Act and applicable state securities laws, for disposition in accordance with the provisions intended method or methods of this Agreement without materially and adversely affecting disposition stated in the success of such offering, (2) any Demand underlying Registration that does not become effective or is not maintained effective for the period required pursuant Demand. Subject to Section 4(b) hereof3.2(j), unless the Parent may include in the case such Registration Statement such number of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason Shares and other securities of the refusal Parent (collectively, "Parent Securities") as the Parent proposes to proceed by offer and sell for its own account or the holders account of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand RegistrationPerson.

Requests for Registration. If and only if (ia) the Company has failed Subject to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case McDonald's may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any timetime after the Effectiveness Date and once in each nine-month period after the Effectiveness Date, request registration by the holders Company under the Securities Act of all or part of its Registrable Securities constituting Shares on Form S-1 or any similar long-form registration statement ("Long-Form Registration") for a public offering, so long as McDonald's beneficially owns at least 5% of the total vote represented by the Equity Securities at the time of such request. In addition, McDonald's shall be entitled to request an unlimited number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), registrations under and in accordance with the provisions of the Securities Act the number of all or part of its Registrable Securities requested to be so registered Shares on Form S-3 or any similar short-form registration statement (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a"Short-Form Registration") shall not exceed oneas described below; provided, however, that in determining the number aggregate offering price of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities Shares requested to be included therein exceeds registered in any Long-Form Registration or Short-Form Registration must reasonably be expected to equal at least $2,000,000. (b) Any Long-Form Registration and Short-Form Registration requested pursuant to subsection (a) above is referred to herein as a "Demand Registration." Any request for a Demand Registration (each, a "Notice of Demand") shall specify (i) the number amount of Registrable Securities that can Shares proposed to be sold in registered; and (ii) the intended method or methods and plan of disposition thereof, including whether such offering requested registration is to involve an underwritten offering. Within 45 days of a Notice of Demand, the Company shall file with the Commission, or otherwise designate an existing filing as, a Registration Statement relating to such Notice of Demand for the offer and sale of the Registrable Shares by the Investors from time to time in accordance with the provisions method or methods and plan of this Agreement without materially disposition elected by such Investors and adversely affecting the success of set forth or to be set forth in such offeringRegistration Statement and, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereofthereafter, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless shall (i) use its reasonable best efforts to cause such Registration Statement promptly to be declared effective under (A) the refusal to proceed is based upon Securities Act; and (B) the advice "Blue Sky" laws of counsel relating to a matter with respect to the Company such jurisdictions as any seller of Registrable Shares being registered under such Registration Statement or any underwriter, if any, reasonably requests; or (ii) otherwise make available for use by Investors a previously filed effective Registration Statement for the holders offer and sale of the Registrable Securities elect Shares. (c) Subject to pay all Registration Expenses in connection with such the terms and conditions hereof, each Demand Registration shall register the offer and sale of Registrable Shares for all cash consideration and shall be Short-Form Registrations whenever the Company is eligible to use Form S-3, unless McDonald's specifically requests a Long-Form Registration. It is agreed that at any time when the Company is eligible to file a Registration Statement on Form S-3 (3) or any Demand successor form), McDonald's may request that the Company file a Registration in connection with which any other shareholder Statement pursuant to Rule 415 under the Securities Act to permit the offering of the Registrable Shares on a delayed or continuous basis. Once the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant has become subject to the Demand Registrationreporting requirements of the Exchange Act, the Company shall use its reasonable and best efforts to make Short-Form Registrations available for the sale of Registrable Shares.

Requests for Registration. If At any time and only if (i) from time to time after the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any timedate hereof, the holders of Registrable Securities constituting at least 525% of the total number of a class or series of Registrable Securities then outstanding will have the right by written notice delivered to deliver the Company (a "Demand Notice Notice"), to require the Company to register, in accordance with Section 4(b) register (a “"Demand Registration”), ") under and in accordance with the provisions of the Securities Act the number of Registrable Securities requested to be so registered (but not less than 515% of the total number of such class or series of Registrable Securities then outstanding); provided, however, that no Demand Notice may be given prior to 4 months after the effective date of the immediately preceding Demand Registration, if any. The number of Demand Registrations pursuant to this Section 4(a3(a) shall not exceed onethree for each class or series of Registrable Securities; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised advise the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offeringoffering and, as a result thereof, less than the total number of Registrable Securities requested for inclusion are included in such Demand Registration or such holders, upon receiving such advice from the managing underwriter or underwriters, elect not to proceed with such Demand Registration, and (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b3(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company Company, or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registration.

Requests for Registration. If and only if (i) Subject to the following paragraphs of this Section 3(a), one or more Shareholders shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company has failed to cause register pursuant to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (but which, unless all Shareholders delivering such notice request otherwise, shall be (i) filed pursuant to Rule 415 under the Securities Act and (ii) if the Company is a Well-Known Seasoned Issuer at the time of filing such registration statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not less than 5% then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall be required to make the initial filing of the total number Registration Statement within 30 days following receipt of Registrable Securities then outstanding). The number such Demand Notice in the case of a Short-Form Registration or within 90 days following receipt of such Demand Registrations pursuant to this Section 4(a) shall not exceed oneNotice in the case of a Long-Form Registration; provided, however, that in determining the number that, unless a Shareholder requests to have registered all of its Registrable Securities, a Demand Registrations to which the holders of Registrable Securities are entitled there shall Notice for a Marketed Offering may only be excluded (1) any Demand Registration that is an underwritten registration made if the managing underwriter or underwriters have advised sale of the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds registered by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the number Company shall use its reasonable best efforts to file a Registration Statement in accordance with such Demand Notice as promptly as reasonably practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(e), if (x) the Registration Statement relating thereto (and covering not less than all Registrable Securities that can be sold specified in such offering the applicable Demand Notice for sale in accordance with the provisions intended method or methods of this Agreement without materially and adversely affecting the success of distribution specified in such offering, Demand Notice) (2i) any Demand Registration that does not become effective effective, or (ii) is not maintained effective for the period required pursuant to this Section 4(b) hereof, unless in the case of this clause 3 or (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (iy) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders offering of the Registrable Securities elect pursuant to pay all such Registration Expenses Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period or (z) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended method(s) of disposition thereof. Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period upon which all Shareholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold. Within five business days after receipt by the Company of a Demand Notice pursuant to this Section 3(a), the Company shall deliver a written notice of any such Demand Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 3(b), include in such Demand Registration and all such Registrable Securities with respect to which the Company has received written requests for inclusion therein (3whether or not any of the Shareholders have exercised its, his or her conversion rights) any within 10 business days after the date that such notice has been delivered; provided that such holders must agree to the method of distribution proposed by the Shareholders who delivered the Demand Registration Notice and, in connection with which any underwritten registration, such holders (together with the Company and the other shareholder holders including securities in such underwritten registration) must enter into an underwriting agreement in the form reasonably approved by the Company and the Shareholders holding the majority of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand RegistrationRegistrable Securities.

Requests for Registration. If and only if Subject to the following paragraph of this Section 3(a), a Qualified Holder shall have the right by delivering a written notice to the Corporation (ia “Demand Notice”) to require the Company has failed Corporation to cause register, pursuant to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), Agreement under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to the terms of this Section 4(a) shall not exceed oneAgreement (a “Demand Registration”); provided, however, that a Demand Notice may only be made (i) at any time after a Qualified Public Offering (except in determining the case of a Pre-QPO Demand Registration) and (ii) if the sale of the Registrable Securities requested to be registered by such Qualified Holder is reasonably expected to result in aggregate gross cash proceeds in excess of $10,000,000. Following receipt of a Demand Notice for a Demand Registration (or of a Pre-QPO Demand Notice for a Pre-QPO Demand Registration), the Corporation shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 30 days after such Demand Notice (or 60 days in the case of a Pre-QPO Demand Registration), and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Warburg Qualified Holders shall be entitled to an aggregate maximum of two Demand Registrations and the Blackstone Qualified Holders shall be entitled to an aggregate maximum of two Demand Registrations; provided, however, that Qualified Holders shall not be limited in the number of Demand Registrations that constitute “shelf” registrations as contemplated by the next succeeding sentence, and provided, further, that each of Blackstone and Warburg shall have the right by delivering a written notice to which the holders Corporation (a “Pre-QPO Demand Notice”) to require the Corporation to register, pursuant to the terms of Registrable this Agreement under and in accordance with the provisions of the Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if Act, the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds so registered pursuant to the number terms of Registrable this Agreement (each, a “Pre-QPO Demand Registration”); provided, however, that a Pre-QPO Demand Notice may only be made (i) at any time after March 9, 2011 and prior to the consummation of a Qualified Public Offering and (ii) so long as the Demand Conditions are satisfied by Blackstone or Warburg, as the case may be, as of the time of delivery to the Corporation of such Pre-QPO Demand Notice. After such time as the Corporation shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, each Qualified Holder shall be entitled to request that can a Demand Registration be sold in such offering in accordance with a “shelf” registration pursuant to Rule 415 under the Securities Act. Notwithstanding any other provisions of this Agreement without materially and adversely affecting the success of such offeringSection 3, (2) any in no event shall more than one Demand Registration or Pre-QPO Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice or Pre-QPO Demand Notice) or within 120 days after the effective date of a Registration Statement filed by the Corporation; provided that no Demand Registration or Pre-QPO Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration or Pre-QPO Demand Registration shall be deemed to have occurred for purposes of this Section 3 if the Registration Statement relating thereto (i) does not become effective or (ii) is not maintained effective for the period required pursuant to this Section 4(b3, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period in which case such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration or Pre-QPO Demand Registration, as the case may be, in lieu thereof. Within 10 days after receipt by the Corporation of a Demand Notice or a Pre-QPO Demand Notice, the Corporation shall give written notice (the “Notice”) of such Demand Notice or Pre-QPO Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, unless include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within 10 days after such Notice is given by the Corporation to such holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement (except in the case of this clause (2a requested “shelf” registration) such with respect to any Demand Registration does not become for a period of at least 180 days after the effective after being filed by date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the Company solely by reason of period the refusal to proceed by the holders holder of Registrable Securities unless refrains from selling any securities included in such registration at the request of an underwriter of the Corporation or the Corporation pursuant to the provisions of this Agreement. The Corporation shall be required to maintain the effectiveness of a shelf Registration Statement with respect to any Demand Registration at all times after the effective date thereof until the earlier of such time that all Registrable Securities included in such Registration Statement have actually been sold or five years from such effectiveness; provided, however, that any Stockholder owning Common Stock that has been included on a shelf Registration Statement may request that such Common Stock be removed from such Registration Statement, in which event the Corporation shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Common Stock. Notwithstanding anything contained herein to the contrary, the Corporation hereby agrees that (i) any Demand Registration that is a “shelf” registration pursuant to Rule 415 under the refusal Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be reasonably requested by a holder of Registrable Securities to proceed is based upon allow for a distribution to, and resale by, the advice direct and indirect partners, members or stockholders of counsel relating to a matter with respect to the Company or holder of Registrable Securities (a “Partner Distribution”) and (ii) the holders Corporation shall, at the request of the any holder of Registrable Securities elect seeking to pay all Registration Expenses in connection with such Demand Registration and (3) effect a Partner Distribution, file any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered Prospectus supplement or post-effective amendments and to be sold pursuant otherwise take any action necessary to include such language, if such language was not included in the Demand Registrationinitial Registration Statement, or revise such language if deemed reasonably necessary by such holder to effect such Partner Distribution.

Requests for Registration. If and only if (i) Subject to the following paragraphs of this Section 3(b), following the Closing, one or more Shareholders shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company has failed to cause register pursuant to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (but not less than 5% which, unless all Shareholders delivering such notice request otherwise, shall be (A) filed pursuant to Rule 415 of the total number Securities Act and (B) if the Company is a Well-Known Seasoned Issuer at the time of Registrable Securities filing such Registration Statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then outstandingeligible for such short-form, or any similar or successor short-form registration (each, a “Short-Form Registration”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (each, a “Long-Form Registration”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”). The number , as soon as reasonably practicable after delivery of such Demand Registrations pursuant Notice, but, in any event, the Company shall be required to this Section 4(amake the initial filing of the Registration Statement within sixty (60) shall not exceed onedays following receipt of such Demand Notice in the case of a Short-Form Registration or within ninety (90) days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, however, that in determining the number that, unless a Shareholder requests to have registered all of its Registrable Securities, a Demand Registrations to which the holders of Registrable Securities are entitled there shall Notice may only be excluded (1) any Demand Registration that is an underwritten registration made if the managing underwriter or underwriters have advised sale of the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds registered by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $150,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(b), the number 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 Automatic Shelf Registration Statement). (i) No Demand Registration shall be deemed to have occurred for purposes of this Section 3(b) or Section 4(c), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(f) or 4(c), if (A) the Registration Statement relating thereto (and covering not less than all Registrable Securities that can be sold specified in such offering the applicable Demand Notice for sale in accordance with the provisions intended method or methods of this Agreement without materially and adversely affecting the success of distribution specified in such offeringDemand Notice) (1) does not become effective, or (2) any Demand Registration that does not become effective or is not maintained as effective for the period required pursuant to this Section 4(b) hereof3, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (iB) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders offering of the Registrable Securities elect pursuant to pay all such Registration Expenses Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, or (C) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions. (ii) Each Demand Notice made pursuant to this Section 3(b) must: (A) state that it is a notice to initiate a Demand Registration under this Agreement; (B) identify the Shareholders effecting the request; and (C) specify the number of Registrable Securities of each such Shareholder to be registered and the intended method(s) of disposition thereof. (iii) Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to such Demand Registration until the earliest to occur of (x) the date on which such securities cease to be Registrable Securities, (y) the date on which such Registrable Securities have actually been sold and (3z) one hundred eighty (180) days after the effective date of such Registration Statement. (iv) Within five (5) Business Days after receipt by the Company of a Demand Notice pursuant to this Section 3(b) (the “Triggering Demand Notice”), the Company shall deliver a written notice of any such Demand Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 3(c), include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein meeting all of the requirements of a Demand Notice under this Agreement (whether or not any of the other Shareholders demanding such inclusion have exercised such Shareholders’ conversion rights) within five (5) days after the date that such notice from the Company has been delivered; provided that (A) all of such other Shareholders must agree to the plan of distribution proposed by the Shareholders who delivered the Triggering Demand Notice and (B) in connection with which any other shareholder of underwritten registration, such holders must agree to abide and be bound by the underwriting agreement approved by the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold Shareholders who delivered the Triggering Demand Notice as if they were such Shareholders. All requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities. (v) For the avoidance of doubt, an underwritten registration pursuant to a Demand RegistrationRegistration may be made pursuant to an effective shelf Registration Statement filed pursuant to Section 3(a) hereof.

Requests for Registration. If and only if Subject to the following paragraphs of this Section 3(a), (i) upon the Company has failed requisite approval of the Board, Allstar shall have the right, by delivering or causing to cause be delivered a written notice to become effectivethe Corporation, or maintain to require the effectiveness ofCorporation to register, either the Series B Registration Statement or the Warrant Registration Statement in accordance with pursuant to the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the offer and sale in an Initial Public Offering of a number of shares of Common Stock specified by Allstar (which offer and sale may include an offering of newly issued Common Stock by the Corporation and/or, at the request of Allstar, an offering of Registrable Securities) and (ii) following the Initial Public Offering, each of KKR Shareholders and ▇▇▇▇▇▇▇ Shareholders shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the offer and sale of the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to the terms of this Section 4(aAgreement on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) shall not exceed oneor, if the Corporation is then eligible, on Form S-3 or any similar or successor short-form registration (“Short-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that in determining the number of a Demand Registrations to which the holders of Registrable Securities are entitled there shall Notice may only be excluded (1) any Demand Registration that is an underwritten registration made if the managing underwriter or underwriters have advised sale of the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds registered by any such demanding Shareholder (or all such demanding Shareholders if more than one Shareholder makes a demand) is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission) in the number case of Registrable Securities any Long-Form Registration and at least $20,000,000 (without regard to any underwriting discount or commission) in the case of any Short-Form Registration; provided, further that, unless the Board shall otherwise consent, subject to Section 3(e), the Corporation shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) within a period of 90 days after the effective date of any other registration statement relating to any registration request under this Section 3(a) (except if the underwriters shall require a longer period, but in any event no more than 180 days). A KKR Shareholder or a ▇▇▇▇▇▇▇ Shareholder may, in connection with any Demand Registration requested by such holder that can be sold in is a Short-Form Registration, require the Corporation to file such offering registration statement with the SEC in accordance with and pursuant to Rule 415 under the provisions Securities Act including, if the Corporation is a well-known seasoned issuer at the time of filing of the Short-Form Registration (as defined in Rule 405 under the Securities Act), as an automatic shelf registration (a “Shelf Registration Statement”). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Corporation shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Agreement without materially Section 3, and adversely affecting shall not count as a Demand Notice for purposes of Section 3(e), if (w) the success of such offering, (2) any Demand Registration that Statement relating thereto does not become effective effective, or is not maintained effective by the Corporation for the period required pursuant to this Section 4(b3, (x) hereof, unless in the case offering of this clause the Registrable Securities pursuant to such Registration Statement is not completed for any reason (2) such Demand Registration does not become effective after being filed by the Company other than solely by reason of the refusal to proceed some act or omission by the holders holder exercising its Demand Notice, including the withdrawal of such registration request pursuant to Section 3(d)), including because it was subject to a stop order, injunction, or similar order or requirement of the SEC during such period or (y) the holder exercising its Demand Notice has fewer than 60% of the amount of Registrable Securities unless originally requested to be included in such Registration Statement as a result of a Demand Cutback or (iz) the refusal conditions to proceed is based upon closing specified in the advice of counsel relating to a matter with respect to the Company purchase agreement or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses underwriting agreement entered into in connection with such Demand Registration are not satisfied, other than solely by reason of some act or omission by the holder exercising its Demand Notice to fail to perform its obligations under this Agreement or such purchase or underwriting agreement. Within 10 days after receipt by the Corporation of a Demand Notice in accordance with this Section 3(a) (other than a Demand Notice provided to effect an Initial Public Offering in which Allstar is not selling (or causing to be sold) Common Stock on a secondary basis, in which case no Notice shall be required), the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within 20 days after such Notice is given by the Corporation to such holders, it being understood that any such request for inclusion of Registrable Securities given by a holder (3including if given by a ▇▇▇▇▇▇▇ Shareholder) shall not be considered a Demand Notice for purposes of Section 3(e). The parties agree that, if the Corporation is effecting an Initial Public Offering in which Allstar or any of its Affiliates is selling (or causing to be sold) Common Stock on a secondary basis, then Allstar shall have be deemed to have made a Demand Notice for purposes of this Agreement. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and/or, in the case of an Initial Public Offering, the number of shares of Common Stock to be issued by the Corporation (if any), and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement filed in connection with any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in connection with which such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any other shareholder securities included in such Registration Statement at the request of the Company exercises a right Corporation or an underwriter of first refusal the Corporation pursuant to the provisions of this Agreement. The Corporation shall use its reasonable best efforts to keep any Shelf Registration Statement continuously effective under the Securities Act until the earlier of (A) the date when all of the Registrable Securities covered by such Shelf Registration Statement have been sold and (B) the date on which it may otherwise have and purchases all the stock registered and Registrable Securities covered by the Shelf Registration Statement are eligible to be sold or transferred without being subject to any holding period or volume limitations pursuant to the Demand RegistrationRule 144.

Requests for Registration. If and only if (i) Subject to the following paragraphs of this Section 3(a), one or more Shareholders shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company has failed to cause register pursuant to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (but which, unless all Shareholders delivering such notice request otherwise, shall be (i) filed pursuant to Rule 415 under the Securities Act and (ii) if the Company is a Well-Known Seasoned Issuer at the time of filing such registration statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not less than 5% then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall be required to make the initial filing of the total number Registration Statement within 30 days following receipt of such Demand Notice in the case of a Short-Form Registration or within 90 days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, however, that, unless a Shareholder requests to have registered all of its Registrable Securities, a Demand Notice for a Marketed Offering may only be made if the sale of the Registrable Securities then outstandingrequested to be registered by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission). The number Following receipt of a Demand Registrations Notice for a Demand Registration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement in accordance with such Demand Notice as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Notwithstanding anything to the contrary in this Agreement, no later than the Mandatory Conversion Date (as defined in the Certificate of Designations), the Company shall register pursuant to this Section 4(aRule 415 under the Securities Act and cause to be then effective an Automatic Shelf Registration Statement or, if the Company is not then eligible to use an Automatic Shelf Registration Statement, another Short-Form Registration, registering all of the Registrable Securities to be received by the Shareholders as a result of the conversion of such Shareholders’ Convertible Preferred Stock on the Mandatory Conversion Date and all other Registrable Securities (including all shares issuable upon the conversion of all Convertible Preferred Stock) shall not exceed onepreviously so registered pursuant to a then effective registration statement (and, in each case, the offer, sale and distribution thereof); provided, however, that in determining if the number of Demand Registrations Company is not then eligible to which use an Automatic Shelf Registration Statement or another Short-Form Registration, the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Company may comply with the foregoing through a Long-Form Registration that is an underwritten registration available for the immediate offer, sale and distribution by the Shareholders of all such Registrable Securities. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(e), if (x) the managing underwriter or underwriters have advised the holders of Registration Statement relating thereto (and covering not less than all Registrable Securities that specified in the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering applicable Demand Notice for sale in accordance with the provisions intended method or methods of this Agreement without materially and adversely affecting the success of distribution specified in such offering, Demand Notice) (2i) any Demand Registration that does not become effective effective, or (ii) is not maintained effective for the period required pursuant to this Section 4(b) hereof, unless in the case of this clause 3 or (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (iy) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders offering of the Registrable Securities elect pursuant to pay all such Registration Expenses Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period or (z) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended method(s) of disposition thereof. Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period upon which all Shareholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold. Within five business days after receipt by the Company of a Demand Notice pursuant to this Section 3(a), the Company shall deliver a written notice of any such Demand Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 3(b), include in such Demand Registration and (3) any all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 business days after the date that such notice has been delivered; provided that such holders must agree to the method of distribution proposed by the Shareholders who delivered the Demand Registration Notice and, in connection with which any underwritten registration, such holders (together with the Company and the other shareholder holders including securities in such underwritten registration) must enter into an underwriting agreement in the form reasonably approved by the Company and the Shareholders holding the majority of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold Registrable Securities. All requests made pursuant to the Demand Registrationpreceding sentence shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities.

Requests for Registration. If and only if (i) Subject to the following paragraphs of this Section 3(b), following the Closing, one or more Shareholders shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company has failed to cause register pursuant to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (but not less than 5% which, unless all Shareholders delivering such notice request otherwise, shall be (A) filed pursuant to Rule 415 of the total number Securities Act and (B) if the Company is a Well-Known Seasoned Issuer at the time of Registrable Securities filing such Registration Statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then outstandingeligible for such short-form, or any similar or successor short-form registration (each, a “Short-Form Registration”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (each, a “Long-Form Registration”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”). The number , as soon as reasonably practicable after delivery of such Demand Registrations pursuant Notice, but, in any event, the Company shall be required to this Section 4(amake the initial filing of the Registration Statement within sixty (60) shall not exceed onedays following receipt of such Demand Notice in the case of a Short-Form Registration or within ninety (90) days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, however, that in determining the number that, unless a Shareholder requests to have registered all of its Registrable Securities, a Demand Registrations to which the holders of Registrable Securities are entitled there shall Notice may only be excluded (1) any Demand Registration that is an underwritten registration made if the managing underwriter or underwriters have advised sale of the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds registered by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $25,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(b), the number 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 Automatic Shelf Registration Statement). (i) No Demand Registration shall be deemed to have occurred for purposes of this Section 3(b) or Section 4(c), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(f) or 4(c), if (A) the Registration Statement relating thereto (and covering not less than all Registrable Securities that can be sold specified in such offering the applicable Demand Notice for sale in accordance with the provisions intended method or methods of this Agreement without materially and adversely affecting the success of distribution specified in such offeringDemand Notice) (1) does not become effective, or (2) any Demand Registration that does not become effective or is not maintained as effective for the period required pursuant to this Section 4(b) hereof3, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (iB) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders offering of the Registrable Securities elect pursuant to pay all such Registration Expenses Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, or (C) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions. (ii) Each Demand Notice made pursuant to this Section 3(b) must: (A) state that it is a notice to initiate a Demand Registration under this Agreement; (B) identify the Shareholders effecting the request; and (C) specify the number of Registrable Securities of each such Shareholder to be registered and the intended method(s) of disposition thereof. (iii) Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to such Demand Registration until the earliest to occur of (x) the date on which such securities cease to be Registrable Securities, (y) the date on which such Registrable Securities have actually been sold and (3z) one hundred eighty (120) days after the effective date of such Registration Statement. (iv) Within five (5) Business Days after receipt by the Company of a Demand Notice pursuant to this Section 3(b) (the “Triggering Demand Notice”), the Company shall deliver a written notice of any such Demand Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 3(c), include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein meeting all of the requirements of a Demand Notice under this Agreement (whether or not any of the other Shareholders demanding such inclusion have exercised such Shareholders’ conversion rights) within five (5) days after the date that such notice from the Company has been delivered; provided that (A) all of such other Shareholders must agree to the plan of distribution proposed by the Shareholders who delivered the Triggering Demand Notice and (B) in connection with which any other shareholder of underwritten registration, such holders must agree to abide and be bound by the underwriting agreement approved by the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold Shareholders who delivered the Triggering Demand Notice as if they were such Shareholders. All requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities. (v) For the avoidance of doubt, an underwritten registration pursuant to a Demand RegistrationRegistration must be made pursuant to an effective shelf Registration Statement filed pursuant to Section 3(a) hereof, if an effective shelf Registration Statement is available.

Requests for Registration. (a) After the Company becomes eligible for registration of its Common Stock on Form S-3 under the 1933 Act (or such successor form as may be approved by the Securities and Exchange Commission) in a Secondary Offering (as that term is defined in the "Eligibility Requirements for Use of Form S-3"), the Warrantholder may request that the Company file a registration statement on Form S-3 for a public offering covering Registrable Securities. Upon receipt of such request, the Company shall promptly use its best efforts to cause such Registrable Securities to be registered on such form and qualified in such jurisdictions as the Warrantholder may reasonably request, and to cause such registration and qualifications to remain effective until the sale of all of the Registrable Securities included in the registration statement, or ninety days after the effective date thereof, whichever first occurs. (b) If, at the time of the Warrantholder's request under subsection 3.2(a), the Company has publicly announced its intention to register any of its securities for a public offering under the 1933 Act, no registration of Registrable Securities shall be initiated under this subsection 3.2(b) until 90 days after the effective date of such registration, unless the Company is no longer proceeding diligently to effect such registration, whether such registration is for the sale of securities for the Company's account or for the account of others. If the Company shall furnish to the Warrantholder 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 only if its shareholders for such registration statement to be filed at the time of the Warrantholder's request, and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 60 days after receipt of the request of the Warrantholder. Notwithstanding anything to the contrary contained in this Agreement or in the Warrants, (i) the Company has failed may not utilize its rights to cause to become effectivedelay a registration statement under this subsection 3.2(b) more than once in any twelve-month period, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, and (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, Warrants shall not expire until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% 90 days after the effective date of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”registration timely requested under subsection 3.2(a), under and in accordance with the provisions of the Securities Act the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registration.

Requests for Registration. If and only if (i) At any time after the Company has failed to cause to become effective, earlier of: (i) a Public Offering or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) June 15, 2001, any stockholder or stockholders holding in the holders aggregate at least 7.6% of the Non-Series E Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”"Non-Series E Demand Registration") or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number Series E Registrable Securities (a "Series E Demand Registration"), may at any time demand that the Company register all or part of his, her, or its Registrable Securities under the Securities Act (Non-Series E Demand Registrations and Series E Demand Registrations being collectively referred to as a "Demand Registration") on Forms ▇-▇, ▇-▇, or S-3 (or similar forms then in effect) promulgated by the SEC under the Securities Act. Within ten days after receipt of a demand, the Company will notify in writing all holders of Registrable Securities then outstanding will have of the right demand. Any holder who wants to deliver a include his, her, or its Registrable Securities in the Demand Notice to require Registration must notify the Company to register, in accordance with Section 4(b) (a “within ten business days of receiving the notice of the Demand Registration”). Except as provided in this Section 3, under and the Company will include in accordance with all --------- Demand Registrations all Registrable Securities for which the provisions of the Securities Act Company receives timely written demands for inclusion. All demands made pursuant to this Section 3(a) must specify the number of Registrable ------------ Securities requested to be so registered and the intended method of disposing of the Registrable Securities. (but not less than ii) Notwithstanding anything to the contrary herein, the holders of the Series E Registrable Securities shall have a special right to require up to three demand registrations (the "Series E Special Demand Registration") after an Initial Public Offering, which may be exercised by holders of at least 5% of the total number of Series E Registrable Securities the first of which may be exercised not earlier then outstanding). The number of Demand Registrations pursuant to 120 days after the Company's Initial Public Offering; provided that this Section 4(a) special right shall not exceed one; provided, however, that in determining the number of Demand Registrations to which expire when the holders of Common Stock issued upon conversion of the Series E Preferred Stock are free to sell them under Rule 144(k) or hold less than 1% of the outstanding Common Stock of the Company. The Company shall use its best commercial efforts to cause the first such registration statement to become effective on the 181st day after the effectiveness of the registration statement for the Company's Initial Public Offering, or if later, not later than 60 days after the demand therefore is made. Each such registration statement shall be on Form S-1 or S-3, if available, and shall remain effective for 180 days, or if less, until the Common Stock registered thereunder is sold. The holders of such Common Stock may, but shall not be required to, sell the Common Stock in an underwritten offering under this special registration right. Within ten days after receipt of a demand, the Company will notify in writing all holders of Series E Registrable Securities are entitled there of the demand. Any holder who wants to include his, her, or its Series E Registrable Securities in the Series E Special Demand Registration must notify the Company within ten business days of receiving the notice of the Series E Special Demand Registration. Except as provided in this Section 3, the Company will --------- include in all Series E Special Demand Registrations all Series E Registrable Securities for which the Company receives timely written demands for inclusion. Notwithstanding the foregoing, no Series E Special Demand Registration shall be excluded (1) any Demand Registration that is an underwritten registration if without the managing underwriter or underwriters have advised consent of the holders of Registrable Securities that a majority of the total number shares of Registrable Securities requested to be the Series E Preferred Stock included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationregistration.

Requests for Registration. If and only if (i) Subject to the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms provisions of this AgreementArticle V, (ii) the holders of a majority of Vestar Securities that constitute Registrable Securities shall have the right (the "Vestar Demand Right") and the holders of a majority of Pro-Fac Securities that constitute Registrable Securities shall have the right (the "Pro-Fac Demand Right"), in each case, to request registration under the Securities Act of all or any portion of the Registrable Securities have requested held by such Securityholders (in each case, referred to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, herein as the case may be, is declared effective, or, in "Requesting Holders") by delivering a written notice to the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% principal business office of the total number of Registrable Securities then outstanding will have Issuer, which notice identifies the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under Requesting Holders and in accordance with the provisions of the Securities Act specifies the number of Registrable Securities requested to be so registered included in such registration (but not less than 5% of the total number of Registrable Securities then outstanding"Registration Request"). The number Subject to the restrictions set forth in Section 5.1(d), the Issuer will give prompt written notice of Demand Registrations pursuant such Registration Request (the "Registration Notice") to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the all other holders of Registrable Securities are entitled there shall be excluded and will thereupon use its commercially reasonable efforts to effect the registration (1a "Demand Registration") under the Securities Act on any Demand Registration that is an underwritten registration if form available to the managing underwriter or underwriters have advised Issuer of: (i) the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds registered by the number of Requesting Holders; (ii) all other Registrable Securities that can of the same type and class which the Issuer has received a written request to register within 30 days after the Registration Notice is given and any securities of the Issuer proposed to be sold included in such offering in accordance with registration by the provisions of this Agreement without materially and adversely affecting the success of such offering, Issuer for its own account; and (2iii) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason securities of the refusal Issuer proposed to proceed be included in such registration by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any registration rights granted other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold than pursuant to the Demand Registrationthis Agreement ("Other Registration Rights").

Requests for Registration. If and only if (ia) the Company has failed Subject to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case McDonald's may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any timetime after the Effectiveness Date and once in each nine-month period after the Effectiveness Date, request registration by the holders Company under the Securities Act of all or part of its Registrable Securities constituting Shares on Form S-1 or any similar long-form registration statement ("Long-Form Registration") for a public offering, so long as McDonald's beneficially owns at least 5% of the total vote represented by the Equity Securities at the time of such request. In addition, McDonald's shall be entitled to request an unlimited number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), registrations under and in accordance with the provisions of the Securities Act the number of all or part of its Registrable Securities requested to be so registered Shares on Form S-3 or any similar short-form registration statement (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a"Short-Form Registration") shall not exceed oneas described below; provided, however, that in determining the number aggregate offering price of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities Shares requested to be included therein exceeds registered in any Long-Form Registration or Short-Form Registration must reasonably be expected to equal at least $2,000,000. (b) Any Long-Form Registration and Short-Form Registration requested pursuant to subsection (a) above is referred to herein as a "Demand Registration." Any request for a Demand Registration (each, a "Notice of Demand") shall specify (i) the number amount of Registrable Securities that can Shares proposed to be sold in registered; and (ii) the intended method or methods and plan of disposition thereof, including whether such offering requested registration is to involve an underwritten offering. Within 45 days of a Notice of Demand, the Company shall file with the Commission, or otherwise designate an existing filing as, a Registration Statement relating to such Notice of Demand for the offer and sale of the Registrable Shares by the Investors from time to time in accordance with the provisions method or methods and plan of this Agreement without materially disposition elected by such Investors and adversely affecting the success of set forth or to be set forth in such offeringRegistration Statement and, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereofthereafter, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless shall (i) use its reasonable best efforts to cause such Registration Statement promptly to be declared effective under (A) the refusal to proceed is based upon Securities Act; and (B) the advice "Blue Sky" laws of counsel relating to a matter with respect to the Company such jurisdictions as any seller of Registrable Shares being registered under such Registration Statement or any underwriter, if any, reasonably requests, or (ii) otherwise make available for use by Investors a previously filed effective Registration Statement for the holders offer and sale of the Registrable Securities elect Shares. (c) Subject to pay all Registration Expenses in connection with such the terms and conditions hereof, each Demand Registration shall register the offer and sale of Registrable Shares for all cash consideration and shall be Short-Form Registrations whenever the Company is eligible to use Form S-3, unless McDonald's specifically requests a Long-Form Registration. It is agreed that at any time when the Company is eligible to file a Registration Statement on Form S-3 (3) or any Demand successor form), McDonald's may request that the Company file a Registration in connection with which any other shareholder Statement pursuant to Rule 415 under the Securities Act to permit the offering of the Registrable Shares on a delayed or continuous basis. Once the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant has become subject to the Demand Registrationreporting requirements of the Exchange Act, the Company shall use its reasonable and best efforts to make Short-Form Registrations available for the sale of Registrable Shares.

Requests for Registration. If and only if (i) Subject to the following paragraphs of this Section 3(a), Corp Group Parent shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company has failed to cause register pursuant to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form F-3 (but which, unless Corp Group Parent requests otherwise, shall be (i) filed pursuant to Rule 415 under the Securities Act and (ii) if the Company is a Well-Known Seasoned Issuer at the time of filing such registration statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not less than 5% then eligible for such short form registration, on Form F-1 or any similar or successor long-form registration (“Long-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall be required to make the initial filing of the total number Registration Statement within 30 days following receipt of Registrable Securities then outstanding). The number such Demand Notice in the case of a Short-Form Registration or within 150 days following receipt of such Demand Registrations pursuant to this Section 4(a) shall not exceed oneNotice in the case of a Long-Form Registration; provided, however, provided that in determining the number of a Demand Registrations to which the holders of Registrable Securities are entitled there shall Notice may only be excluded (1) any Demand Registration that is an underwritten registration made if the managing underwriter or underwriters have advised sale of the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds registered by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $250,000,000 (without regard to any underwriting discount or commission) (the number “Threshold Size”). Following receipt of Registrable Securities that can be sold in such offering a Demand Notice for a Demand Registration in accordance with this Section 3(a), the provisions Company shall use its reasonable best efforts to file a Registration Statement in accordance with such Demand Notice and the preceding sentence and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Agreement without materially Section 3(a), and adversely affecting the success of such offering, (2) any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(e), if (i) the Registration that Statement relating thereto (A) does not become effective or (B) is not maintained effective for the period required pursuant to this Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company 3 or (ii) the holders offering of the Registrable Securities elect pursuant to pay all such Registration Expenses Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period or (iii) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied or waived, in each of the foregoing cases other than as a result of a Corp Group Parent’s action. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended method(s) of disposition thereof. Except as otherwise agreed by Corp Group Parent, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period, as confirmed in writing by Corp Group Parent, ending when such Registrable Securities have actually been sold. Within five business days after receipt by the Company of a Demand Notice pursuant to this Section 3(a), the Company shall deliver a written notice of any such Demand Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 3(b), include in such Demand Registration and (3) any all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 business days after the date that such notice has been delivered; provided that such holders must agree to the method of distribution proposed by the Shareholders who delivered the Demand Registration Notice and, in connection with which any underwritten registration, such holders (together with the Company and the other shareholder holders including securities in such underwritten registration) must enter into an underwriting agreement in customary form reasonably approved by the Company and, solely with respect to any representations, warranties or obligations of the Company exercises a right applicable Shareholders contained in such underwriting agreement, the Shareholders holding the majority of first refusal which it may otherwise have and purchases all the stock registered and to be sold Registrable Securities. All requests made pursuant to the Demand Registrationpreceding sentence shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities.

Requests for Registration. If and only if (i) At any time and from time to time after January 1, 2005, the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders Dolphin Holders owning a majority of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement held by all Dolphin Holders or the Warrant Registration Statement is no longer effective▇▇▇▇▇▇ Holders owning a majority of the Registrable Securities held by all ▇▇▇▇▇▇ Holders may request registration under the 1933 Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form Registrations"), then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause and (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any timetime and from time to time after January 1, 2005, the holders of a majority of the Registrable Securities constituting at least 5% held by all Dolphin Holders or the ▇▇▇▇▇▇ Holders owning a majority of the total Registrable Securities held by all ▇▇▇▇▇▇ Holders may request registration under the 1933 Act of all or any portion of their Registrable Securities on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations"), if available; provided, however, that with respect to Section 2(a)(i) and Section 2(a)(ii) above, in the event the Company files with the Securities and Exchange Commission a registration statement requesting registration of securities (other than any post-effective amendment to any registration statement filed by the Company prior to the date hereof; provided that such post-effective amendment does not increase the number of shares of Common Stock registered by such registration statement and other than any registration statement required by the PIPE Registration Rights Agreement) (whether on behalf of itself or any third Person), the limitation on registration requests until January 1, 2005 set forth in Section 2(a)(i) and Section 2(a)(ii) above shall immediately cease and the Dolphin Holders owning a majority of the Registrable Securities then outstanding will have held by all Dolphin Holders or the right to deliver ▇▇▇▇▇▇ Holders owning a Demand Notice to require majority of the Company to register, in accordance with Section 4(b) (a “Demand Registration”), Registrable Securities held by all ▇▇▇▇▇▇ Holders may request registration under and the 1933 Act in accordance with the provisions of this Agreement. All registrations requested pursuant to this Section 2(a) are referred to herein as "Demand Registrations". Each request for a Demand Registration shall specify the Securities Act the approximate number of Registrable Securities requested to be so registered (but not less which shall be no fewer than 5the lesser of (i) Registrable Securities with a Market Price of $3,000,000, or (ii) 25% of the total number of outstanding Registrable Securities then outstandingheld by the holder requesting registration), the anticipated per share price range for such offering and the intended method of distribution. The number Within ten (10) days after receipt of Demand Registrations pursuant any such request, the Company shall give written notice of such requested registration to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the all other holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if and, subject to the managing underwriter or underwriters have advised the holders terms of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b2(d) hereof, unless shall include in the case of this clause such registration (2and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of all Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to which the Company or has received written requests for inclusion therein within fifteen (ii15) days after the holders receipt of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand RegistrationCompany's notice.

Requests for Registration. If and only if (i) At any time after the Company has failed Effective Date and prior to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreementan Initial Public Offering, (iiA) a Holder or group of Holders that beneficially owns at least 35% of the holders outstanding Registrable Securities or (B) each Backstop Purchaser, for so long as such Backstop Purchaser and its Affiliates beneficially own at least 7.5% of the outstanding shares of New Common Stock (on a fully diluted basis assuming the conversion of all New Preferred Stock and the exercise of all Warrants) (in the applicable capacity pursuant to clause (A) or (B), each an “Initial Requesting Holder”) may request registration under the Securities Act of all or any portion of the Registrable Securities have requested held by such Initial Requesting Holder(s) on Form S-1 (or any successor form then in effect) (the “Initial Demand Registration”); provided that in the case of the Initial Demand Registration such Initial Requesting Holder(s) will be entitled to participate make such demand only if the total offering price of the shares to be sold in a Piggyback Registrationsuch offering (including piggyback shares and before deduction of underwriting discounts) is reasonably expected to exceed, but such requested participation has been reduced to zero in the aggregate, $75 million. The Initial Requesting Holder may request that the Initial Demand Registration be an underwritten offering. For the avoidance of doubt, only one Initial Demand Registration may be effected pursuant to this Section 5(b2(a)(i). (ii) At any time after the Initial Public Offering, any Demand Holder or group of Demand Holders (in such capacity, each a “Requesting Holder”) may request registration under the Securities Act of all or any portion of the Registrable Securities held by such Requesting Holder(s) (A) on Form S-1 (or any successor form then in effect) (a “Full Underwriter CutbackLong-Form Registration”) or (iiiB) either the Series B Registration Statement on Form S-3 or the Warrant Registration Statement is no longer effectiveany similar short-form registration (a “Short-Form Registration”), thenif available (any registration under Sections 2(a)(i) or 2(a)(ii), in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with ; provided that the provisions Company will not be required to take any action pursuant to this Section 2(a) of this Agreement: (A) if within the Securities Act 12-month period preceding the number date of Registrable Securities requested to be so registered a Demand Registration Notice the Company has effected either (but not less than 5% of the total number of Registrable Securities then outstanding). The number of 1) two Demand Registrations pursuant to this Section 4(a2 or (2) shall not exceed one; provided, however, that in determining one registration pursuant to a Demand Registration Request and another registration statement of the number Company under the Securities Act with respect to the New Common Stock has been declared effective within the 12-month period preceding such Demand Registration Notice and at least $20 million (based on the total offering price of Demand Registrations to which such shares before deduction of underwriting discounts) of the holders of then outstanding Registrable Securities are were entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if pursuant to the managing underwriter or underwriters have advised the holders terms of Registrable Securities that the total number of Registrable Securities requested this Agreement to be included therein exceeds in such registration statement; (B) in the number case of Registrable Securities that can each such Long-Form Registration, unless the total offering price of the shares to be sold in such offering Long-Form Registration (including piggyback shares and before deduction of underwriting discounts) is reasonably expected to exceed, in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offeringaggregate, $50 million; (2C) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause each such Short-Form Registration, unless the total offering price of the shares to be sold in such Short-Form Registration (2including piggyback shares and before deduction of underwriting discounts) such Demand Registration does not become effective after being filed by is reasonably expected to exceed, in the aggregate, $20 million; or (D) during the pendency of any Suspension Period. Notwithstanding the preceding sentence, Section 2(a)(i) hereof and Section 3(b) hereof, the Company solely by reason of shall be required to conduct no more than eight Long-Form Registrations for the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses Backstop Purchasers and no more than twelve Demand Registrations in connection with such Demand underwritten offerings (including Long-Form Registrations, Short-Form Registrations and Shelf Registrations) in total. Any Requesting Holder may request that any offering conducted under a Long-Form Registration and (3) any Demand or Short-Form Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationunderwritten.

Requests for Registration. If Subject to the following paragraphs of this Section 3(a) and only if the limitations on the number of Demand Registrations that may be exercised under Section 3(e), at any time and from time to time on or after the date on which the Holder has the right to purchase any Registrable Securities pursuant to the exercise (iin whole or in part) of the Warrant (including after the purchase thereof), the Holder shall have the right, by delivering a written notice to the Company, to require the Company has failed to cause register pursuant to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the offer and sale of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on (but not less than 5% of i) Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”), and (ii) if the total number of Registrable Securities then outstanding). The number of Demand Registrations Company is eligible to use such form, Form S-3 or any similar or successor short-form registration (“Short-Form Registrations”) (any such written notice delivered pursuant to this Section 4(a) shall not exceed oneclause (a), a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that in determining the number Company shall not be obligated to effect the registration of such Registrable Securities (i) prior to the date on which any market stand-off agreements applicable to the Holder have terminated, (ii) if the Holder exercises its right to require a Demand Registrations Registration with respect to which the holders an amount of Registrable Securities are entitled there shall having an expected aggregate offering price of less than $10,000,000, (iii) in any particular jurisdiction in which the Company would be excluded 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 and (1iv) unless otherwise approved by the Board, during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of, and ending on a date ninety (90) days after, the effective date of (or ending on the subsequent date on which all market stand-off agreements or lock-up agreements applicable to the offering have terminated) any other registration statement of the Company (other than a registration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan). The Holder may, in connection with any Demand Registration it requests that is an underwritten registration a Short-Form Registration, require the Company to file such Registration Statement with the SEC in accordance with and pursuant to Rule 415 under the Securities Act including, if the managing underwriter or underwriters have advised Company is then eligible, as an automatic shelf registration. Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the holders Company shall cause to be filed a Registration Statement as promptly as practicable (but not later than seventy-five (75) days after the Demand Notice is delivered, in the case of Registrable a Long-Form Registration, and forty-five (45) days after the Demand Notice is delivered, in the case of a Short-Form Registration) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof (but not later than one hundred twenty (120) days after the Demand Notice is delivered, in the case of a Long-Form Registration, and ninety (90) days after the Demand Notice is delivered, in the case of a Short-Form Registration). If the Company has an effective Registration Statement at the time a Demand Notice is received, the Company may, to the extent it elects and is permitted by applicable law, satisfy its obligation to file a Registration Statement pursuant to this Section 3 by filing a supplement to the Prospectus contained in such Registration Statement that covers the total number offer and sale of the Registrable Securities requested by the Holder. No Demand Registration shall be deemed to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions have occurred for purposes of this Agreement without materially and adversely affecting Section 3 if (i) the success of such offering, (2) any Demand Registration that Statement relating thereto does not become effective or effective, (ii) the Registration Statement relating thereto is not maintained effective for the period required pursuant to this Section 4(b3, (iii) hereofthe offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, unless injunction, or similar order or requirement of the SEC during such period, (iv) more than twenty-percent (20%) of the Registrable Securities of the Holder requested to be included in such registration are not so included pursuant to Section 3(b), or (v) in the event of an underwritten offering, 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 a material default or breach by the Holder; provided, however, in each case, that the Holder shall be entitled to an additional Demand Registration in lieu thereof. All requests made pursuant to this Section 3 shall specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (x) the date on which the sale of all of the Registrable Securities registered under the Registration Statement is consummated and (y) one hundred eighty (180) days from the effective date of the Registration Statement; provided, however, (i) that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company pursuant to any of the provisions of this Agreement and (ii) in the case of this clause any Short Form Registration intended to be offered on a continuous or delayed basis, such one hundred eighty (2180) day period shall be extended, if necessary, to keep the Registration Statement effective until the earlier of (A) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of time as all such Registrable Securities unless registered on such Registration Statement are sold or (iB) the refusal all such Registrable Securities on such Registration Statement may be sold in any three (3) month period pursuant to proceed is based upon the advice of counsel relating to a matter Rule 144; provided, further, that, with respect to the Company or (ii) above, Rule 415, or any successor rule under the holders Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment that (I) includes any prospectus required by Section 10(a)(3) of the Registrable Securities elect Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to pay all Registration Expenses be included in connection with such Demand Registration (I) and (3II) any Demand Registration above to be contained in connection with which any other shareholder periodic reports filed pursuant to Section 13 or 15(d) of the Company exercises a right of first refusal which it may otherwise have and purchases all Exchange act in the stock registered and to be sold pursuant to the Demand RegistrationRegistration Statement.

Requests for Registration. If and only if Subject to the following paragraphs of this Section 3(a), on or after the earlier of (i) the Company has failed sixth anniversary of the date hereof and (ii) following the Initial Public Offering, the Investor shall have the right, by delivering a written notice to cause the Corporation, to become effectiverequire the Corporation to register, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with pursuant to the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to the terms of this Section 4(a) shall not exceed oneAgreement (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that in determining the number Corporation shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) within a period of 180 days after the effective date of any other registration statement relating to any registration request under this Section 3(a). Following receipt of a Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Notice for a Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with this Section 3(a), the provisions Corporation shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Agreement without materially and adversely affecting Section 3 if the success of such offering, Registration Statement relating thereto (2i) any Demand Registration that does not become effective or effective, (ii) is not maintained effective for the period required pursuant to this Section 4(b3, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. Within 10 days after receipt by the Corporation of a Demand Notice in accordance with this Section 3(a), the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, unless include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within 25 days after such Notice is given by the Corporation to such holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and/or, in the case of this clause (2) such Demand Registration does not become effective after being filed by an Initial Public Offering, the Company solely by reason number of shares of Common Stock to be issued, and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter Registration Statement with respect to any Demand Registration for a period of at least 180 days after the Company effective date thereof or (ii) such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the holders period the Investor refrains from selling any securities included in such Registration Statement at the request of the Corporation or an underwriter of the Corporation pursuant to the provisions of this Agreement; provided, further, that the Corporation shall use its reasonable best efforts to keep any shelf registration statement continuously effective until such time as each of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationsuch shelf registration statement has been sold in one or more Shelf Underwritten Offerings or otherwise.

Requests for Registration. If and only if Subject to the following paragraphs of this Section 3(a), (i) a Qualified Holder shall have the Company has failed right, by delivering or causing to cause be delivered a written notice to become effectivethe Corporation, or maintain to require the effectiveness ofCorporation to register, either the Series B Registration Statement or the Warrant Registration Statement in accordance with pursuant to the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the sale of a number of shares of Common Stock specified by such Qualified Holders to be so issued and sold in the Initial Public Offering and (ii) following the Initial Public Offering, a Qualified Holder shall have the right, by delivering, directly or indirectly, a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to the terms of this Section 4(a) shall not exceed oneAgreement (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that in determining the number of a Demand Registrations to which the holders of Registrable Securities are entitled there shall Notice may only be excluded (1) any Demand Registration that is an underwritten registration made if the managing underwriter or underwriters have advised sale of the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds registered by such Qualified Holder is reasonably expected to result in aggregate gross cash proceeds in excess of $100,000,000 (without regard to any underwriting discount or commission); provided, further that, unless the number KKR Investors shall otherwise consent, the Corporation shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) within a period of Registrable Securities that can be sold 180 days after the effective date of any other registration statement relating to any registration request under this Section 3(a) (except if the underwriters shall require a longer period, but in such offering any event no more than 270 days). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the provisions Corporation shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Agreement without materially and adversely affecting Section 3 if the success of such offering, Registration Statement relating thereto (2i) any Demand Registration that does not become effective or effective, (ii) is not maintained effective for the period required pursuant to this Section 4(b3, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. Within 10 days after receipt by the Corporation of a Demand Notice in accordance with this Section 3(a), the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within 15 days after such Notice is given by the Corporation to such holders. Notwithstanding anything to the contrary in this Agreement, unless otherwise consented to by the KKR Investors, in connection with a Demand Notice for an Initial Public Offering, the Corporation shall only be required to deliver any Notice or Piggyback Notice and include Registrable Securities of such other holders in such registration as provided in clause (i) of the second paragraph of Section 4(a). All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and/or, in the case of this clause (2) such an Initial Public Offering, the number of shares of Common Stock to be issued, and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration does not become for a period of at least 180 days after the effective after being filed by date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the Company solely by reason of period the refusal to proceed by the holders holder of Registrable Securities unless (i) refrains from selling any securities included in such Registration Statement at the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders request of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder Corporation or an underwriter of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold Corporation pursuant to the Demand Registrationprovisions of this Agreement.

Requests for Registration. If and only if (i) At any time and from time to time after the Company has failed to cause to become effectivefirst anniversary of the Closing Date (as defined in the Exchange and Purchase Agreement), or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders Dolphin Holders owning a majority of the Registrable Securities have requested to participate in a Piggyback Registrationheld by all Dolphin Holders may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form Registrations"), but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause and (ii) above, during at any time and from time to time after the 60-day period following any Full Underwriter Cutback, or, first anniversary of the Closing Date (as defined in the case of clause (iii) above, at any timeExchange and Purchase Agreement), the holders of a majority of the Registrable Securities constituting at least 5% held by all Dolphin Holders may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations"), if available; provided, however, that respect to Section 2(a)(i) and Section 2(a)(ii) above, in the event the Company files with the Securities and Exchange Commission a registration statement requesting registration of securities (other than any post- effective amendment to any registration statement filed by the Company prior to the date hereof; provided that such post-effective amendment does not increase the number of shares of Common Stock registered by such registration statement) (whether on behalf of itself or any third Person), the limitation on registration requests until the first anniversary of the total number Closing Date (as defined in the Exchange and Purchase Agreement) set forth in Section 2(a)(i) and Section 2(a)(ii) above shall immediately cease and the Dolphin Holders owning a majority of the Registrable Securities then outstanding will have held by all Dolphin Holders may request registration under the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and Securities Act in accordance with the provisions of this Agreement. All registrations requested pursuant to this Section 2(a) are referred to herein as "Demand Registrations". Each request for a Demand Registration shall specify the Securities Act the approximate number of Registrable Securities requested to be so registered (but not less which shall be no fewer than 5the lesser of (i) Registrable Securities with a Market Price of $3,000,000, or (ii) 25% of the total number outstanding Registrable Securities), the anticipated per share price range for such offering and the intended method of Registrable Securities then outstanding)distribution. The number Within ten (10) days after receipt of Demand Registrations pursuant any such request, the Company shall give written notice of such requested registration to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the all other holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if and, subject to the managing underwriter or underwriters have advised the holders terms of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b2(d) hereof, unless shall include in the case of this clause such registration (2and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of all Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to which the Company or has received written requests for inclusion therein within fifteen (ii15) days after the holders receipt of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand RegistrationCompany's notice.

Requests for Registration. If and only if (ia) At any time after the Company has failed to cause to become effectiveExercise Trigger Date, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms Holder(s) of this Agreement, (ii) the holders a majority of the Registrable Securities have may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (or any similar short-form registration statement) , if such form is available to register the securities requested to participate be so registered, and otherwise on Form S-1 (or any similar long-form registration statement); provided that if any such registration is in connection with an underwritten offering, and if the managing underwriter of such offering shall advise the Company in writing that, in its opinion, it is of material importance to the success of such proposed offering to file a Piggyback Registrationregistration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included pursuant to Form S-3 (or any successor or similar short-form registration statement), but then the Company will file a registration statement on Form S-1 or supplement Form S-3 (or any successor or similar short-form registration statement) as reasonably requested by such managing underwriter. (b) All registrations requested participation has been reduced to zero pursuant to Section 5(b2.1(a) (a are referred to herein as “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver Demand Registrations.” Each request for a Demand Notice to require the Company to register, in accordance with Section 4(b) Registration (a “Demand RegistrationRequest”), under and in accordance with ) shall specify the provisions of the Securities Act the approximate number of Registrable Securities requested to be so registered and the anticipated method or methods of distribution. Within ten (but not less than 5% 10) days after receipt of any such Demand Request, the total number Company will give written notice of such requested registration (which shall specify the intended method of disposition of such Registrable Securities) to all other holders of Registrable Securities then outstanding). (a “Company Notice”) and the Company will include (subject to the provisions of this Agreement) in such registration, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within thirty (30) days after the delivery of such Company Notice; provided that any such other Holder may withdraw its request for inclusion at any time prior to executing the underwriting agreement or, if none, prior to the applicable registration statement becoming effective. (c) The Holders of a majority of the Registrable Securities shall be entitled to initiate an unlimited number of Demand Registrations pursuant Registrations; provided that any such Demand Registration must include the registration of Registrable Securities which yield at least $1,000,000 of net proceeds to this Section 4(a) shall not exceed onethe sellers of such Registrable Securities; provided, however, and provided further that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there that may be registered on Form S-1 shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested limited to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the three. The Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to will pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder initiated by the Holders of a majority of the Company exercises a right of first refusal which Registrable Securities whether or not it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationhas become effective.

Requests for Registration. If At any time and only if (i) from time to time 180 calendar days after the date on which a registration statement of the Company has failed on Form S-1 or any similar form with respect to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders Common Stock of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either Company filed by the Series B Registration Statement or the Warrant Registration Statement is no longer Company becomes effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right by written notice delivered to deliver the Company (a "Demand Notice Notice") to require the Company to register, in accordance with Section 4(b) register (a “"Demand Registration”), ") under and in accordance with the provisions of the Securities Act the a number of Registrable Securities that would reasonably be expected to result in aggregate gross proceeds from such offering of not less than $10,000,000 ($1,000,000 with respect to any Demand Registration requested to be so registered effected as a "shelf" registration on Form S-3 or any similar successor form) (but not less than 5% each, the "Minimum Amount"); provided, however, that no Demand Notice may be given prior to 60 calendar days after the effective date of the total number of Registrable Securities then outstanding)immediately preceding Demand Registration. The number of Company will be responsible for all Registration Expenses related to the first three Demand Registrations pursuant to this Section 4(a3(a) shall not exceed onethat are underwritten offerings; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded therefrom (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b3(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and Registration, (3) any Demand Registration in connection with which any other shareholder stockholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registration, and (4) any Demand Registration as to which the Company exercises any rights under Sections 3(d) or 4(b) hereof.

Requests for Registration. If At any time after the first to occur of an Initial Public Offering and only if (i) the Company has failed to cause to become effectiveAugust 10, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time2010, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will Initiating Holders shall have the right by delivering a written notice to deliver a the Company (the "Demand Notice Notice") to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to the terms of this Section 4(a) shall not exceed oneAgreement (a "Demand Registration"); provided, however, that in determining the number of a Demand Registrations Notice (other than with respect to which the holders of Registrable Securities are entitled there shall be excluded (1) any a Demand Registration that is an underwritten registration constitutes a "shelf" registration) may only be made if the managing underwriter or underwriters have advised sale of the holders of Registrable Securities that the total number of Registrable Securities requested to be registered by such Initiating Holders is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000. Following receipt of a Demand Notice for a Demand Registration, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than thirty (30) days (or sixty (60) days if audited financial statements are required to be included therein exceeds but are not available), after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the number Securities Act as promptly as practicable after the filing thereof. The Initiating Holders shall be entitled to a maximum of Registrable two (2) Demand Registrations; provided, however, that the Initiating Holders shall be entitled to four additional Demand Registrations that constitute "shelf" registrations as contemplated by the next succeeding sentence. After such time as the Company shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, the Initiating Holders shall be entitled to request that can such Demand Registration be sold in such offering in accordance with a "shelf" registration pursuant to Rule 415 under the Securities Act. Notwithstanding any other provisions of this Agreement without materially and adversely affecting the success of such offeringSection 3, in no event shall more than one (21) any Demand Registration occur during any six (6)-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within one hundred eighty (180) days (with respect to the Initial Public Offering) or ninety (90) days (with respect to any underwritten public offering other than the Initial Public Offering) after the date of a final Prospectus filed by the Company; provided, that no Demand Registration may be prohibited for such one hundred eighty (180)-day or ninety (90)-day period, as the case may be, more often than once in a twelve (12)-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 4(b) hereof3(a), unless in the which case such requesting holder of this clause (2) such Registrable Securities shall be entitled to an additional Demand Registration does not become effective in lieu thereof. Within ten (10) days after being filed receipt by the Company solely by reason of a Demand Notice, the refusal Company shall give written notice (the "Notice") of such Demand Notice to proceed by the all other holders of Registrable Securities unless and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) days after such Notice is given by the Company to such holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred eighty (180) days (or two (2) years if a "shelf registration" is requested) after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of an underwriter of the Company or the Company pursuant to this Agreement; and provided, further, however, that any Member owning Registrable Securities that have been included on a shelf Registration Statement may request that such Registrable Securities be removed from such Registration Statement, in which event the Company shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) any Demand Registration that is a "shelf" registration pursuant to Rule 415 under the refusal Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal unitholders' chart and the plan of distribution) as may be reasonably requested by a holder of Registrable Securities to proceed is based upon allow for a distribution to, and resale by, the advice direct and indirect partners, members or stockholders of counsel relating to a matter with respect to the Company or holder of Registrable Securities (a "Partner Distribution") and (ii) the holders Company shall, at the request of the any holder of Registrable Securities elect seeking to pay all Registration Expenses in connection with such Demand Registration and (3) effect a Partner Distribution, file any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered Prospectus supplement or post-effective amendments and to be sold pursuant otherwise take any action necessary to include such language, if such language was not included in the Demand Registrationinitial Registration Statement, or revise such language if deemed reasonably necessary by such holder to effect such Partner Distribution.

Requests for Registration. If and only if (i) Commencing 180 days after the Company has failed to cause to become effectiveInitial Public Offering, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will Qualified Holder shall have the right by delivering a written notice to deliver a the Company (the “ Demand Notice ”) to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “ Demand Registration ”). Following receipt of a Demand Notice for a Demand Registration, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not less later than 5% 30 days, after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Each Principal Shareholder shall be entitled to a maximum of the total number one Demand Registration, which, if such Demand Registration has not been exercised, may be transferred to any of Registrable Securities then outstanding). The number of Demand Registrations such Principal Shareholder’s successors or assigns who becomes a Qualified Holder pursuant to this Section 4(a) shall not exceed one12(c); providedprovided , howeverhowever , that in determining no such succession or assignment shall have the effect of increasing the number of Demand Registrations to which be performed by the holders Company for the benefit of Registrable Securities are entitled there shall be excluded (1) the shares held by such Principal Shareholder. Notwithstanding any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the other provisions of this Agreement without materially and adversely affecting the success of such offeringSection 3, (2) any in no event shall more than one Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 120 days after the effective date of a Registration Statement filed by the Company; provided that no Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 4(b3(a), in which case the Demanding Qualified Holders shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, unless include in such registration all Registrable Securities with respect to which the case of this clause Company received written requests for inclusion therein within ten (210) days after such Demand Registration does not become effective after being filed Notice is given by the Company solely by reason to such holders. All requests made pursuant to this Section 3 will specify the amount of Registrable Securities to be registered and the intended methods of disposition thereof. The Company shall be required to maintain the effectiveness of the refusal Registration Statement with respect to proceed by any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided , however , that such period shall be extended for a period of time equal to the period the holders of Registrable Securities unless (i) refrain from selling any securities included in such registration at the refusal to proceed is based upon the advice request of counsel relating to a matter with respect to an underwriter of the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationthis Agreement.

Requests for Registration. If (a) Subject to the conditions of and only if (i) the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, if at any time during the period beginning 120 calendar days after the Closing Date and continuing through the second anniversary of the Closing Date, Shareholder shall deliver a written request to InterCept, then Intercept shall file (iias expeditiously as practicable, and in any event within 60 days of the receipt of such request, but in no event sooner than 180 calendar days after the Closing Date) and use its commercially reasonable best efforts to effect, a registration statement on Form S-3 (or any successor form providing for either (x) similar disclosures, or (y) less extensive disclosures if InterCept elects, in its sole discretion, to use such form) under the holders Securities Act covering the resale of all Registrable Securities that Shareholder requested to be registered. Notwithstanding the foregoing, (A) if at the time of a request InterCept has sold securities in an Underwritten Public Offering in which Shareholder had the opportunity to sell at least 75% of the Registrable Securities have requested to participate specified in a Piggyback Registrationrequest under Section 3 below, but then Intercept shall not be required to file a registration statement upon a request by Shareholder under this Section 2 until at least 180 days after the effective date of such requested participation has been reduced Underwritten Public Offering; and (B) in no event shall InterCept be obligated to zero file a registration statement for which the Estimated Offering Price shall be less than $750,000. (b) The right of Shareholder to registration pursuant to Section 5(b2(a) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, shall be conditioned upon Shareholder's participation and cooperation in the case offering. (c) InterCept shall be entitled to include in any registration statement referred to in this Section 2 shares of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act the number of Registrable Securities requested Common Stock to be so registered sold by InterCept for its own account or other then existing shareholders for their own account. (but d) InterCept shall be entitled to postpone for a period of time not less than 5% exceeding 60 calendar days the filing of the total number of Registrable Securities then outstanding). The number of Demand Registrations any registration statement otherwise required to be prepared and filed by it pursuant to this Section 4(a) shall not exceed one; provided2, howeverif InterCept has determined, in the exercise of reasonable judgment, that such action would delay or interfere with any material financing, acquisition, corporate reorganization, or other transaction involving InterCept then pending or contemplated. InterCept agrees to provide a summary of the transaction to Shareholder, provided that Shareholder has executed and delivered a confidentiality agreement in determining form and substance reasonably acceptable to InterCept in connection with any disclosures InterCept is required to make under this paragraph, which agreement shall provide in part that Shareholder agrees not to purchase or sell InterCept securities until the number of Demand Registrations transaction is either announced publicly or is terminated. (e) If a registration statement pursuant to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that Section 2 does not become effective within 12 months after the initial filing thereof as a result of any reason other than a material adverse development in the business or condition (financial or other) of InterCept or other acts or matters within the control of InterCept, or if such registration statement is not maintained effective abandoned or withdrawn at the request of Shareholder, then, unless Shareholder, promptly upon receipt of a request therefor, supported by an invoice setting forth the expenses in reasonable detail, reimburses InterCept for the period required registration expenses in respect of such registration statement, InterCept shall be deemed to have satisfied its obligation pursuant to this Section 2 with respect to such registration. (f) Notwithstanding any other term or condition in this Agreement, no request for registration pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does 2 shall be deemed to have been met and InterCept shall be deemed not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter have satisfied its obligations under Section 2 with respect to such registration unless and until a registration statement has become effective under the Company Securities Act. Notwithstanding this Section 2(f), if Shareholder withdraws, or causes to be withdrawn, a registration statement and fails to reimburse InterCept for the registration expenses it has incurred (iiwhich shall be supported by a written invoice(s) setting forth such expenses in reasonable detail), InterCept will be deemed to have satisfied its obligations under Section 2 with respect to such registration. (g) InterCept shall be obligated to effect only two registrations pursuant to a request by Shareholder as provided in this Section 2; provided, -------- however, that if at any time before the second registration or deemed ------- registration, InterCept has conducted an offering in which Shareholder sold or could have sold Registrable Securities under the provisions of Section 3 below, Shareholder shall be limited to one registration pursuant to a request by Shareholder as provided in this Section 2. A registration shall be deemed to satisfy (and count as a registration under) the holders foregoing obligation only when it covers (or would have covered but for Shareholder's decision to withdraw its shares from the registration) at least 75% of the Registrable Securities elect to pay all Registration Expenses specified in connection with such Demand Registration Shareholder's requests, provided that the mutual decision of InterCept, Shareholder and (3) any Demand Registration in connection with which any other shareholder the proposed underwriter of the Company exercises offering in question to delay or defer the filing of a right of first refusal which registration or withdraw it may otherwise have and purchases all the stock registered and shall not be deemed to be sold pursuant to the Demand Registrationa "registration" under this Section 2(g).

Requests for Registration. If and only if (i) Subject to the Company has failed following paragraphs of this Section 3(a), EMG shall have the right, by delivering a written notice to cause the Corporation, to become effective, or maintain require the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with Corporation to register pursuant to the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to the terms of this Section 4(aAgreement on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) shall not exceed one; or, if available, on Form S-3 or any similar or successor short-form registration (“Short-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), provided, however, that in determining the number of EMG shall not be permitted to deliver more than one Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Notice for a Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders in any period of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially one-hundred eighty (180) calendar days and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of Corporation shall not be required to effect an underwritten offering in which the only EMG Persons selling Registrable Securities elect are transferees pursuant to pay all Registration Expenses Section 13(d) unless the total expected gross proceeds to such Stockholders in the offering exceeds $50,000,000. EMG may, in connection with such Demand Registration and (3) any Demand Registration requested by such holder that is a Short-Form Registration, require the Corporation to file such registration statement with the SEC in connection accordance with which any other shareholder and pursuant to Rule 415 under the Securities Act including, if the Corporation is then eligible, as an automatic shelf registration. Following receipt of a Demand Notice for a Demand Registration delivered in accordance with this Section 3(a), the Company exercises Corporation shall use its reasonable best efforts to file a right of first refusal which it may otherwise have Registration Statement as promptly as practicable and purchases all the stock registered and shall use its reasonable best efforts to cause such Registration Statement to be sold pursuant to declared effective under the Demand RegistrationSecurities Act as promptly as practicable after the filing thereof.

Requests for Registration. If Subject to the following paragraphs of this Section 3(a) and only if the limitations on the number of Demand Registrations that may be filed under Section 3(e), (i) upon receiving the Company has failed required approval, if any, of the Board pursuant to cause Section 5.03(a)(iv) of the Stockholders Agreement, the Corporation shall register in an IPO, pursuant to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the offer and sale of a number of Registrable Securities specified by the Board to be so registered and sold in such IPO, and (ii) following a Qualified IPO, (A) the Apollo Stockholder or any Principal Stockholder shall have the right, by delivering a written notice to the Corporation, to require the Corporation to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the offer and sale of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-1 or any similar or successor long-form registration (but not less than 5% “Long-Form Registrations”), and (B) any Stockholder shall have the right, by delivering a written notice to the Corporation, to require the Corporation to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the total number Securities Act, the offer and sale of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds so registered pursuant to the number terms of this Agreement on Form S-3 or any similar or successor short-form registration (“Short-Form Registrations”) (any such written notice delivered pursuant to this clause (ii), a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that the Corporation shall only be obligated to register such Registrable Securities if the sale of the Registrable Securities requested to be registered by, with respect to a Long-Form Registration, the Apollo Stockholder or such Principal Stockholder, and with respect to a Short-Form Registration, such Stockholder (in each case, together with the Registrable Securities requested to be registered by the holders of Registrable Securities in a related Piggyback Registration pursuant to Section 4), is reasonably expected to result in aggregate gross cash proceeds of at least $100,000,000 (without regard to any underwriting discount or commission) in the case of any Long-Form Registration and at least $25,000,000 (without regard to any underwriting discount or commission) in the case of any Short-Form Registration, or such lower amounts approved by the Board in each case; provided, further, that can unless otherwise approved by the Board, the Corporation shall not be sold obligated to file a Registration Statement relating to any registration request under this Section 3(a) within a period of 180 days (if the prior registration was the IPO or a Long-Form Registration) or ninety (90) days (if the prior registration was a Short-Form Registration) after the effective date of any other Registration Statement. A Stockholder may, in connection with any Demand Registration requested by such offering Stockholder that is a Short-Form Registration, require the Corporation to file such Registration Statement with the SEC in accordance with and pursuant to Rule 415 under the provisions Securities Act including, if the Corporation is then eligible, as an automatic shelf registration. Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Corporation shall use its reasonable best efforts to file a Registration Statement as promptly as practicable (but not later than forty-five (45) days after the Demand Notice is delivered, in the case of a Long-Form Registration, and thirty (30) days after the Demand Notice is delivered, in the case of a Short-Form Registration) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Agreement without materially and adversely affecting Section 3 if (i) the success of such offering, (2) any Demand Registration that Statement relating thereto does not become effective or effective, (ii) the Registration Statement relating thereto is not maintained effective for the period required pursuant to this Section 4(b3, (iii) hereofthe offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, (iv) more than twenty-percent (20%) of the Registrable Securities requested by the Stockholder that requested the Demand Registration to be included in such registration are not so included pursuant to Section 3(b), or (v) in the event of an underwritten offering, 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 a material default or breach by the Stockholder that requested such Demand Registration or any of its Affiliates; provided, however, in each case, that such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. Within five (5) days after receipt by the Corporation of a Demand Notice, the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b), include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within fifteen (15) days after such Notice is given by the Corporation to such holders with respect to an IPO, or within five (5) days after such Notice is given by the Corporation to such holders with respect to all other Demand Registrations; provided, however, that notwithstanding anything to the contrary in this Agreement, unless otherwise approved by the Board in connection with a Demand Notice for an IPO, the Corporation shall only be required to deliver any Notice or Piggyback Notice as provided in the second paragraph of Section 4(a). All requests made pursuant to this Section 3 shall specify the number of Registrable Securities to be registered and/or, in the case of an IPO, the number of shares of Common Stock to be issued, and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Corporation or an underwriter of the Corporation pursuant to the provisions of this clause (2) Agreement; provided, further, that if such registration is a shelf-registration statement that permits sales of Common Stock on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, such Demand Registration does not become shall only be deemed to have been effected if such Registration Statement remains effective after being filed by for the Company solely by reason lesser of the refusal to proceed by the holders of Registrable Securities unless (i) 365 days and (ii) until all Registrable Securities registered thereunder have actually been sold. Notwithstanding the refusal to proceed is based upon the advice of counsel relating to a matter foregoing, with respect to any shelf-registration statement covering Registrable Securities, the Company or Corporation shall use its reasonable best efforts (iiif the Corporation is not eligible to use an automatic shelf-registration statement at the time of filing) to keep such shelf-registration statement continuously effective under the holders Securities Act in order to permit the prospectus forming a part thereof to be usable by the applicable Stockholders until the date as of the which all Registrable Securities elect to pay all Registration Expenses included in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise shelf-registration statement have and purchases all the stock registered and to be been sold pursuant to the Demand Registrationshelf-registration statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder).

Requests for Registration. If Subject to Section 1(e) below and only if (i) the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the other terms and conditions of this Agreement, at any time beginning thirty (30) days prior to the expiration of the applicable transfer restrictions under their respective Lock-Up Agreements, each of (i) Studio Holdco and (ii) the holders Existing Investors holding at least 33% of the then-outstanding number of Registrable Securities have requested held by all Existing Investors may (A) if a short-form registration statement is not available to participate in a Piggyback Registrationthe Company, but such requested participation has been reduced to zero pursuant to Section 5(b) request registration under the Securities Act on Form S-1 or any successor form or any similar long-form registration statement (a “Full Underwriter CutbackLong-Form Registration”) of all or any portion of its Registrable Securities in accordance with Section 1(b) or (iiiB) either if available, request registration under the Series B Registration Statement Securities Act on Form S-3 (including a Shelf Registration) or the Warrant Registration Statement is no longer effective, then, in the case any successor form or any similar short-form registration statement (a “Short-Form Registration”) of clause (i) above, until the Series B Registration Statement all or the Warrant Registration Statementany portion of its Registrable Securities, as the case may be, is declared effectivein accordance with Section 1(c) (each such request, or, a “Demand Notice”); provided that the Existing Investors shall be collectively entitled to a total of two (2) Demand Registrations in the case aggregate (with no more than one (1) Demand Registration in any 12-month period); provided further that a registration shall not count towards such number unless and until the relevant holder is able to register and sell at least seventy-five percent (75%) of clause (iithe Registrable Securities requested by such holder to be included in such registration. All registrations requested pursuant to this Section 1(a) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, by the holders of Registrable Securities constituting at least 5% are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the intended method of distribution and the total approximate number of Registrable Securities requested to be registered. No Demand Registration will be consummated (and no registration statement with respect thereto filed) if (i) the Shelf Registration Statement is then outstanding will have effective, and such Shelf Registration Statement may be utilized by the right to deliver a Demand Notice to require requesting Investors for the Company to register, in accordance with Section 4(boffering and sale of Registrable Securities or (ii) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act the number of Registrable Securities requested to be so registered (but not less including pursuant to the following sentence) is fewer than 5% such number of Common Shares with a value (based on the closing price of the total number Common Shares on the trading day immediately prior to the delivery of the Demand Notice to the Company) of $5,000,000. Within twelve (12) days after receipt of any such request, the Company shall give written notice of such requested registration to all other Investors and, subject to the terms of Section 1(d), shall include in such registration (and in all related registrations and qualifications under state blue sky laws and in compliance with other registration requirements and in any related underwriting) all Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a) shall not exceed one; provided, however, that in determining the number of Demand Registrations with respect to which the holders of Registrable Securities are entitled there shall be excluded Company has received written requests for inclusion therein within thirty (130) any Demand Registration that is an underwritten registration if days after the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason delivery of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company’s notice. The Company or (ii) the holders of the Registrable Securities elect to shall pay all Registration Expenses in connection (as defined below) with respect to Demand Registrations, whether or not any such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationoffering is completed.

Requests for Registration. If At any time and only if (i) from time to time after the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders first anniversary of the Registrable Securities have requested to participate in a Piggyback Registrationdate hereof, but such requested participation has been reduced to zero pursuant and subject to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time10(o), the holders of Registrable Securities constituting at least 510% of the total number of Registrable Securities then outstanding will have the right by written notice delivered to deliver the Company (a "Demand Notice Notice"), to require the Company to register, in accordance with Section 4(b) register (a “"Demand Registration”), ") under and in accordance with the provisions of the Securities Act a number of Registrable Securities that would reasonably be expected to result in aggregate gross proceeds from such offering of not less than $10 million ($5 million in the case of any Demand Registration that is requested to be effected as a "shelf" registration, provided that, at the time of such request for a "shelf" registration, the Company is eligible to file such Demand Registration on Form S-3); provided, however, that no Demand Notice may be given prior to six months after the effective date of the immediately preceding Demand Registration or any Piggyback Registration of which the Company has notified the Holder in accordance with Section 3(a) and for which the number of Registrable Securities requested to be so registered (but by the Holder has not less than 5% of the total number of Registrable Securities then outstandingbeen reduced pursuant to Section 3(b). The number of Demand Registrations pursuant to this Section 4(a2(a) shall not exceed onefour; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, offering and (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b3(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to involving the Company or (ii) the holders of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registration.

Requests for Registration. If and only if (i) Subject to the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms following paragraphs of this AgreementSection I.2, on or after the earlier of (iiA) the holders second (2nd) anniversary of the Registrable Securities have requested to participate in a Piggyback Registrationdate hereof and (B) six (6) months following the effective date of an IPO, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will each Significant Investor shall have the right right, by delivering a written notice to deliver a Demand Notice the Company, to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”)pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement; provided, that no Significant Investor(s) shall have the right to require the Company to register Registrable Securities under this Section I.2 unless (but not less than 5% 1) the aggregate number of shares of Common Stock held by the Significant Investor(s) joining in the making of such request is at least (x) prior to an IPO, twenty percent (20%) of the total number of issued and outstanding shares of Common Stock or (y) following an IPO, ten percent (10%) of the total number of issued and outstanding shares of Common Stock, in each case, as of the date of the written notice (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”) and (2) either (A) the anticipated aggregate offering price of the Registrable Securities then outstanding). The to be included in the registration, net of underwriting discounts and commissions, equals or exceeds $25 million or (B) the aggregate number of shares of Common Stock to be included in the registration equals or exceeds ten percent (10%) of the total number of issued and outstanding shares of Common Stock as of the date of the Demand Registrations pursuant to this Section 4(a) shall not exceed oneNotice; provided, however, that the Company shall not be obligated to file a Registration Statement (x) relating to any registration request under this Section I.2 within a period of one hundred eighty (180) days after the effective date of any other Registration Statement relating to any registration request under this Section I.2 and any request for registration during such period shall be of no force or effect or (y) in determining any particular jurisdiction in which the number Company would be required to execute a general consent to service of process in effecting such registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. Following receipt of a Demand Registrations Notice for a Demand Registration in accordance with this Section I.2, the Company shall use its commercially reasonable efforts to file a Registration Statement as promptly as practicable and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof (which Registration Statement may be, at the option of such Significant Investors making the Demand Registration, a shelf registration statement filed on Form S-3 (or other available form that permits forward incorporation of reports filed pursuant to the Exchange Act)). (ii) Within twenty (20) days after receipt by the Company of a Demand Notice in accordance with this Section I.2, the Company shall give written notice (the “Notice”) of such Demand Notice to all other Holders and shall, subject to the provisions of Section I.2 hereof, include in such registration all Registrable Securities with respect to which the holders of Registrable Securities are entitled there Company received written requests for inclusion therein within fifteen (15) days after such Notice is given by the Company to such Holders. (iii) All requests made pursuant to this Section I.2 shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds specify the number of Registrable Securities that can to be sold in such offering in accordance registered and the intended methods of disposition thereof. (iv) The Company shall be required to maintain the effectiveness of the Registration Statement with the provisions of this Agreement without materially and adversely affecting the success of such offering, (2) respect to any Demand Registration that does not become effective or is not maintained effective for until the earlier of (A) the expiration of the period required ending one hundred eighty (180) days after the effective date thereof, or (B) the date on which all Registrable Securities included in such Registration Statement have actually been sold; provided that, the Company shall use its commercially reasonable efforts to keep any shelf registration statement filed on Form S-3 (or other available form that permits forward incorporation of reports filed pursuant to Section 4(bthe Exchange Act) hereof, unless in the case of this clause (2) continuously effective until such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders time as each of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationsuch shelf registration statement has been sold in one or more Shelf Underwritten Offerings (as defined below) or otherwise.

Requests for Registration. If and only if Subject to the following paragraphs of this Section 3(a), on or after the earlier of (i) the Company has failed sixth anniversary of the date hereof and (ii) following the Initial Public Offering, the holders of a majority of the Registrable Securities shall have the right, by delivering a written notice to cause the Corporation, to become effectiverequire the Corporation to register, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with pursuant to the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the number of Registrable Securities requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to the terms of this Section 4(a) shall not exceed oneAgreement (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that in determining the number Corporation shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) within a period of 180 days after the effective date of any other registration statement relating to any registration request under this Section 3(a). Following receipt of a Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Notice for a Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with this Section 3(a), the provisions Corporation shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Agreement without materially and adversely affecting Section 3 if the success of such offering, Registration Statement relating thereto (2i) any Demand Registration that does not become effective or effective, (ii) is not maintained effective for the period required pursuant to this Section 4(b3, or (iii) the offering of the Table of Contents Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. Within 10 days after receipt by the Corporation of a Demand Notice in accordance with this Section 3(a), the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, unless include in such registration all Registrable Securities with respect to which the case Corporation received written requests for inclusion therein within 25 days after such Notice is given by the Corporation to such holders. All requests made pursuant to this Section 3 will specify the number of this clause (2) such Registrable Securities to be registered and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration does not become for a period of at least 180 days after the effective after being filed by date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the Company solely by reason of the refusal to proceed by period the holders of Registrable Securities unless (i) covered by such Demand Registration refrains from selling any securities included in such Registration Statement at the refusal to proceed is based upon request of the advice Corporation or an underwriter of counsel relating to a matter with respect the Corporation pursuant to the Company or (ii) provisions of this Agreement; provided, further, that the holders Corporation shall use its reasonable best efforts to keep any shelf registration statement continuously effective until such time as each of the Registrable Securities elect to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder of the Company exercises a right of first refusal which it may otherwise have and purchases all the stock registered and to be sold pursuant to the Demand Registrationsuch shelf registration statement has been sold in one or more Shelf Underwritten Offerings or otherwise.

Requests for Registration. If and only if (ia) At any time after the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders date of the Special Meeting, each of the Holders (the "Requesting Holder") may request registration of all or part of their Registrable Securities have requested to participate in a Piggyback Registration, but under the Securities Laws. Within ten (10) days after receipt of any such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any timerequest, the holders Corporation will give written notice of such request to all remaining Holders. Thereafter, the Corporation will use all reasonable efforts to effect the registration under the Securities Laws, including in such registration all Registrable Securities constituting at least 5% with respect to which the Corporation has received written requests for inclusion therein by Holders within thirty (30) days after the receipt of the total number of Registrable Securities then outstanding will have the right Corporation's notice, subject to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act the number of Registrable Securities Section 2.4. (All registrations requested to be so registered (but not less than 5% of the total number of Registrable Securities then outstanding). The number of Demand Registrations pursuant to this Section 4(a2.1 are referred to herein as "Demand Registrations".) (b) shall not exceed oneA Requesting Holder which requests a Demand Registration under this Article II may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke such request by providing written notice to the Corporation; provided, however, that notwithstanding such revocation, such Demand Registration shall be deemed a request for purposes of Section 2.2 unless, after consultation with the Corporation and any proposed underwriter, the Requesting Holder in determining good faith determines that the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities which it has requested to be included therein exceeds registered would not be sold pursuant to such Demand Registration within a reasonable period of time or at a price acceptable to such Requesting Holder. (c) Any request for a Demand Registration pursuant to this Article II shall specify the number of Registrable Securities that can proposed to be sold in such offering in accordance with by the provisions Requesting Holder and the intended method of this Agreement without materially and adversely affecting disposition thereof. (d) Notwithstanding any of the success of such offeringforegoing provisions, (2) any the Corporation shall not be required to effect a Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders of if the Registrable Securities elect which the Requesting Holder has requested to pay all Registration Expenses in connection with such Demand Registration and (3) any Demand Registration in connection with which any other shareholder be registered have ceased to be "restricted securities" pursuant to Rule 144 of the Company exercises a right Securities Act and have become freely tradeable upon the expiration of first refusal which it may any otherwise have and purchases all applicable hold period under the stock registered and to be sold pursuant to the Demand RegistrationSecurities Laws.

Requests for Registration. If and only if Subject to the following paragraphs of this Section 4.11(a), at any time after the First Anniversary, one or more Purchasers then holding a majority of Registrable Securities (iin the aggregate) shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company has failed to cause register pursuant to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms of this Agreement, (ii) the holders of the Registrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-day period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time, the holders of Registrable Securities constituting at least 5% of the total number of Registrable Securities then outstanding will have the right to deliver a Demand Notice to require the Company to register, in accordance with Section 4(b) (a “Demand Registration”), under and in accordance with the provisions of the Securities Act Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (but which, unless all Purchasers delivering such notice request otherwise, shall be (1) filed pursuant to Rule 415 under the Securities Act and (2) if the Company is a Well-Known Seasoned Issuer at the time of filing such registration statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not less than 5% then eligible for such short form registration filed on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall be required to make the initial filing of the total number Registration Statement within 45 days following receipt of Registrable Securities then outstanding). The number such Demand Notice in the case of a Short-Form Registration or within 90 days following receipt of such Demand Registrations pursuant to this Section 4(a) shall not exceed oneNotice in the case of a Long-Form Registration; provided, however, that in determining the number of Demand Registrations to which the holders that, unless Purchasers holding a majority of Registrable Securities are entitled there shall then outstanding request to have registered all of their respective Warrant Shares, a Demand Notice may only be excluded (1) any Demand Registration that is an underwritten registration made if the managing underwriter or underwriters have advised sale of the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds registered by such Purchasers is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 4.11(a)(i), the number Company shall use its reasonable best efforts to file a Registration Statement in accordance with such Demand Notice as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. In connection with any underwritten Demand Registration, the managing underwriter(s) shall be selected by Purchasers holding a majority of the Registrable Securities that can included in the original Demand Notice, subject to approval by the Company (such approval not to be sold unreasonably withheld, conditioned or delayed). No Demand Registration shall be deemed to have occurred for purposes of this Section 4.11(a)(i), and any Demand Notice delivered in such offering connection therewith shall not count as a Demand Notice for purposes of Section 4.11(a)(v), if (x) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the provisions intended method or methods of this Agreement without materially and adversely affecting the success of distribution specified in such offering, Demand Notice) (2i) any Demand Registration that does not become effective effective, or (ii) is not maintained effective for the period required pursuant to this Section 4(b4.11(a)(i) hereof, unless in the case of this clause or (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (iy) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to the Company or (ii) the holders offering of the Registrable Securities elect pursuant to pay all such Registration Expenses Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period or (z) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Purchasers’ actions. All requests made pursuant to this Section 4.11(a)(i) will specify the number of Registrable Securities to be registered and the intended method(s) of distribution thereof. Except as otherwise agreed by all Purchasers with Registrable Securities subject to a Demand Registration, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period upon which all Purchasers with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold. Within five Business Days after receipt by the Company of a Demand Notice pursuant to this Section 4.11(a)(i), the Company shall deliver a written notice of any such Demand Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 4.11(a)(ii), include in such Demand Registration and (3) any all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 Business Days after the date that such notice has been delivered; provided that such holders must agree to the method of distribution proposed by the Purchasers who delivered the Demand Registration Notice and, in connection with which any underwritten registration, such holders (together with the Company and the other shareholder holders including securities in such underwritten registration) must enter into an underwriting agreement in the form reasonably approved by the Company and the Purchasers holding the majority of the Company exercises a right of first refusal which it may Registrable Securities included in the original Demand Notice; provided, however, that under no circumstances will any Purchaser be obligated to make any representations or warranties or provide indemnities, except as otherwise have and purchases all the stock registered and to be sold provided in Section 4.11(g)(ii) hereof. All requests made pursuant to the Demand Registrationpreceding sentence shall specify the aggregate amount of Registrable Securities to be registered.