Common use of Requests for Registration Clause in Contracts

Requests for Registration. 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 (a “Demand Notice”) 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 pursuant to the terms of this Agreement and, in the case of an initial Public Offering, a number of shares of Common Stock specified by such group of Requisite Investors to be issued and sold in the initial Public Offering (a “Demand Registration”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such group of Requisite Investors and/or, in the case of an initial Public Offering, the sale of the number of 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 Act as promptly as practicable after the filing thereof. No 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 (ii) is not maintained effective for the period required pursuant to this Section 2, 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 an initial Public Offering, the number of shares of Common Stock to be issued 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 270 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold.

Requests for Registration. Subject to the following paragraphs provisions of this Section 2(a)Article II, the Requisite Investors shall have the right by delivering any Holder or group of Holders may at any time make a written notice to the Company request (a “Demand NoticeRequest”) to require the Company to register, pursuant to the terms of this Agreement for registration under and in accordance with the provisions of the Securities Act, the number Act of Registrable Securities requested to be so registered pursuant to the terms of this Agreement and, in the case of an initial Public Offering, a number of shares of Common Stock specified by such group of Requisite Investors to be issued and sold in the initial Public Offering (a “Demand Registration”); provided, however, that a . Such Demand Notice may only be made if Requests shall specify the sale amount of the Registrable Securities requested to be registered by such group and the intended method or methods of Requisite Investors and/ordisposition. Newmark shall, in subject to the case provisions of an initial Public Offeringthis Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, the sale of the number of 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 with the SEC a Registration Statement as promptly as practicable, but not later than 60 days after registering all Registrable Securities included in such Demand Notice Request, for disposition in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) 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 Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holders), then Newmark will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the case opinion of an initial Public Offeringthe managing underwriter(s), and 30 days after such Demand Notice (can be sold without having the adverse effect referred to above; provided, further, that in the case 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 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 Public Offering piggy-back registration rights of security holders of Newmark other than an initial Public Offering), and any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly soon as practicable after filing and to remain effective until the filing thereof. No Demand Registration shall be deemed to have occurred for purposes earlier of this Section 3 if the Registration Statement relating thereto (i) does not become 90 days following the date on which it was declared effective and (ii) is not maintained effective for the period required pursuant to this Section 2, or (iii) the offering date on which all of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction covered thereby are disposed of in accordance with the method 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 an initial Public Offering, the number of shares of Common Stock to be issued 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 270 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been soldstated therein.

Requests for Registration. (a) Subject to the following paragraphs provisions of this Section 2(a)Article II, the Requisite Investors shall have the right by delivering any Holder or group of Holders may at any time make a written notice to the Company request (a “Demand NoticeRequest”) to require for registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of its Registrable Securities or if the Company is then eligible to registeruse Form S-3, pursuant to the terms a registration statement on Form S-3 of this Agreement under and in accordance with the provisions all or any portion of the Securities Act, the number of its Registrable Securities requested to be so registered pursuant to the terms of this Agreement and, in the case of an initial Public Offering, a number of shares of Common Stock specified by such group of Requisite Investors to be issued and sold in the initial Public Offering (a “Demand Registration”); provided, however, that a . Such Demand Notice may only be made if Requests shall specify the sale amount of the Registrable Securities requested to be registered by 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 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 group of Requisite Investors and/or, Demand Request for disposition in accordance with the case of an initial Public Offering, the sale of the number of 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 intended method or commission). Following methods set forth therein as promptly as possible following receipt of a Demand Notice Request; provided, that if the managing underwriter(s) 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 Solta that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Solta and the Holders), then Solta 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 Company 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 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 Act as promptly soon as practicable after filing and to remain effective until the filing thereof. No Demand Registration shall be deemed to have occurred for purposes earlier of this Section 3 if (a) ninety (90) days following the Registration Statement relating thereto date on which it was declared effective, and (i) does not become effective (ii) is not maintained effective for the period required pursuant to this Section 2, or (iiib) the offering date on which all of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction covered thereby are disposed of in accordance with the method 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 an initial Public Offering, the number of shares of Common Stock to be issued 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 270 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been soldstated therein.

Requests for Registration. Subject to the following paragraphs pro- visions of this Section 2(a3, any Seller or group of Sellers may, at any time prior to the earlier of (x) the expiration of the Standstill Period and (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"), the Requisite Investors shall have the right by delivering make a written notice 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 Notice”) to require the Company to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act, Registration"). Such request shall specify the number of Registrable Securities requested Shares to be so registered pursuant to registered, which amount shall not be less than the terms lesser of this Agreement and, in the case of an initial Public Offering, a number of shares of Common Stock specified by such group of Requisite Investors to be issued (i) four million Regis- trable Shares and sold in the initial Public Offering (a “Demand Registration”); provided, however, that a Demand Notice may only be made if the sale ii) 50% of the Registrable Securities requested Shares then out- standing (but in any event not less than two million Registra- ble Shares), subject to be registered by such group of Requisite Investors and/or, appropriate adjustment in the case event of an initial Public Offeringa stock split, reverse stock split or stock dividend (such min- imum amount being referred to herein as the sale of the number of 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"Minimum Demand Quantity"). Following receipt The Seller or Sellers making such request shall send a written notice of a Demand Notice for a Demand Registration, such request to all Sellers and 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 Act as promptly as practicable after the filing thereof. No 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 (ii) is not maintained effective for the period required pursuant to this Section 2, 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 this Section 2(b) hereof3, include in such registration Demand Registration all Registrable Securities Shares with respect to which the Company received receives written requests (speci- fying the amount of Registrable Shares to be registered) for inclusion therein within 15 days after such Notice is given by the Company to such holdersinitial request. 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 OfferingAs promptly as practicable thereafter, the Company shall not be required file with the SEC a Registration Statement, registering all Registrable Shares that any Sellers have requested the Company 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 an initial Public Offering, the number of shares of Common Stock to be issued and the intended methods of disposition thereofregister. The Company shall use all reasonable efforts to cause such Reg- istration Statement to be required declared effective as soon as practi- cable after filing and to maintain remain effective until the effectiveness earlier of (i) 60 days following the date on which it was declared effec- tive and (ii) the date on which all of the Registration Statement Registrable Shares covered thereby are disposed of in accordance with respect to any Demand Registration for a period the method or methods of at least 270 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been solddisposition stated therein.

Requests for Registration. Subject to Commencing 180 days after the following paragraphs of this Section 2(a)Initial Public Offering, the Requisite Investors each Qualified Holder Group shall have the right by delivering a written notice to the Company (a the “Demand Notice”) 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 pursuant to the terms of this Agreement and, in the case of an initial Public Offering, a number of shares of Common Stock specified by such group of Requisite Investors to be issued and sold in the initial Public Offering (a “Demand Registration”); provided, however, that except for a Demand Notice relating to the Management Demand (defined below), a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such group of Requisite Investors and/or, in the case of an initial Public Offering, the sale of the number of shares of Common Stock specified by such group of Requisite Investors to be issued in the initial Public Offering Qualified Holder Group is reasonably expected to result in aggregate gross cash proceeds in excess of $200,000,000 (without regard to any underwriting discount or commission)20,000,000. Following receipt of a Demand Notice for a Demand Registration, the Company shall use its commercially reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 60 days practicable 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)Notice, and shall use its commercially 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 Management Qualified Holders shall be entitled collectively to a maximum of one Demand Registration (the “Management Demand”) and the Yorktown Qualified Holders shall be entitled collectively to a maximum of three Demand Registrations. Notwithstanding any other provisions of this Section 3, in no event shall more than one (1) 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 3(a) if the Registration Statement relating thereto (i) does not become effective (ii) or is not maintained effective for the period required pursuant to this Section 23(a), 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 the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration, as the case may be, Registration in lieu thereof. Within 10 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 other holders of Registrable Securities and shall, subject to the provisions of Section 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 ten (10) 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 3 will specify the number amount 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 and the intended methods of disposition thereof. The Company shall be required use commercially reasonable efforts to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 270 180 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 refrain from selling any securities included in such registration at the request of an underwriter of the Company or the Company pursuant to this Agreement.

Requests for Registration. Subject to the following paragraphs of this Section 2(a), the Requisite Investors Each Qualified Holder Group shall have the right by delivering a written notice to the Company (a the “Demand Notice”) 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 pursuant to the terms of this Agreement and, in the case of an initial Public Offering, a number of shares of Common Stock specified by such group of Requisite Investors to be issued and sold in the initial Public Offering (a “Demand Registration”); provided, however, that except for a Demand Notice relating to the Management Demand (defined below), a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such group of Requisite Investors and/or, in the case of an initial Public Offering, the sale of the number of shares of Common Stock specified by such group of Requisite Investors to be issued in the initial Public Offering Qualified Holder Group is reasonably expected to result in aggregate gross cash proceeds in excess of $200,000,000 (without regard to any underwriting discount or commission)20,000,000. Following receipt of a Demand Notice for a Demand Registration, the Company shall use its commercially reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 60 days practicable 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)Notice, and shall use its commercially 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 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 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 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 Section 3, in no event shall more than one (1) 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 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 3(a) if the Registration Statement relating thereto (i) does not become effective (ii) or is not maintained effective for the period required pursuant to this Section 23(a), 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 the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration, as the case may be, Registration in lieu thereof. Within 10 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 other holders of Registrable Securities and shall, subject to the provisions of Section 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 ten (10) 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 3 will specify the number amount 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 and the intended methods of disposition thereof. The Company shall be required use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement (except in the case of a Shelf Registration Statement) with respect to any Demand Registration for a period of at least 270 one hundred eighty (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, if reasonably practicable, for a period of time equal to the period the holders of Registrable Securities 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) 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 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 initial Shelf Registration Statement, or revise such language if deemed necessary by such Yorktown Qualified Holder to effect such Partner Distribution.

Requests for Registration. Subject to the following paragraphs of this Section 2(a3(a), (i) each of the Requisite Investors Investor Stockholders shall have the right right, by delivering or causing to be delivered a written notice to the Company (a “Demand Notice”) Company, to require the Company to register, pursuant to the terms of this Agreement Agreement, under and in accordance with the provisions of the Securities Act, the sale of a number of shares of Common Stock specified by the Investor Stockholders to be so issued and sold in the Initial Public Offering and (ii) following the Initial Public Offering, each of the Investor Stockholders 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 pursuant to the terms of this Agreement and, in the case of an initial Public Offering(any such written notice pursuant to clause (i) or (ii), a number of shares of Common Stock specified by “Demand Notice” and any such group of Requisite Investors to be issued and sold in the initial Public Offering (registration, a “Demand Registration”); provided, however, that that, in each case, a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such group of Requisite Investors and/orInvestor Stockholder, which Registrable Securities may include any Registrable Securities held by a Stockholder that has agreed with such Investor Stockholder to include its Registrable Securities in the case of an initial Public OfferingDemand Notice served by the Investor Stockholder, the sale of the number of 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 50,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand RegistrationRegistration in accordance with this Section 3(a), 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), 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 if the Registration Statement relating thereto (i) does not become effective effective, (ii) is not maintained effective for the period required pursuant to this Section 23, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction injunction, or similar order or requirement of the SEC during such period period, in which case case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration, as the case may be, Registration in lieu thereof. Within 10 days after receipt by the Company of a Demand NoticeNotice in accordance with this Section 3(a), the Company shall give written notice (the “Notice”) of such Demand Notice to all other holders of Stockholders directly or indirectly holding Registrable Securities and shall, subject to the provisions of Section 2(b3(b) hereof, offer to such Stockholders 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 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))Investor Stockholders, in connection with a Demand Notice for an initial Initial Public Offering, the Company shall not only be required to deliver any Demand Notice or Piggyback Notice nor and include Registrable Securities of such other holders in such registration any Registrable Securities if the initial Public Offering involves only a primary offering as provided in clause (i) of the Common Stock in which none second paragraph of the Family Investor or the Sponsor Investors are selling shares of Common Stock beneficially owned by themSection 4(a). All requests made pursuant to this Section 2 3 will specify the number of Registrable Securities to be registered and/or, in the case of an initial Initial Public Offering, the number of shares of Common Stock to be issued issued, 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 270 180 days (two years for a shelf registration statement) after the effective date thereof or such shorter period in 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 Company or an underwriter of the Company pursuant to the provisions of this Agreement.

Requests for Registration. Subject to the following paragraphs limits set forth below, at any time after the one hundred eightieth (180th) day after the IPO (or such shorter period of this Section 2(atime as may be permitted by the managing underwriters of such IPO), the Requisite Investors PESC Company shall have the right right, by delivering a written notice to the Company Corporation (a “Demand Notice”) to require the Company Corporation to register, pursuant to the terms of this Agreement under herein and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement and, in the case of an initial Public Offering, a number of shares of Common Stock specified by such group of Requisite Investors to be issued and sold in the initial Public Offering herein (a “Demand Registration”); provided, however, that . Within ten (10) days after receipt by the Corporation of a Demand Notice, the Corporation shall give written notice (the “Notice”) of such Demand Notice may to all other Holders and shall, subject to the provisions of Section 2(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within twenty (20) days after such Notice is given by the Corporation to such Holders. A Demand Notice shall only be made binding on the Corporation if the sale of the all Registrable Securities requested to be registered by (pursuant to such group of Requisite Investors and/or, Demand Notice and in response to the case of an initial Public Offering, the sale of the number of shares of Common Stock specified by such group of Requisite Investors to be issued in the initial Public Offering Notice) is reasonably expected to result in aggregate gross cash proceeds in excess of Fifty Million Dollars ($200,000,000 (without regard to any underwriting discount or commission50,000,000). Following receipt of a Demand Notice for a Demand Registration, the Company Corporation shall use its reasonable best efforts to file a Registration Statement covering all Registrable Securities requested to be included in such registration by the Holders (subject to the limitations set forth in this Agreement) as promptly as practicable, but not later than 60 sixty (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)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. Notwithstanding the foregoing, PESC Company shall be entitled to six (6) Demand Registrations; provided, however, that there shall be no limit to the number of Demand Registrations by PESC Company that constitute “shelf” registrations as contemplated by the next succeeding sentence. If the Corporation is eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, PESC Company shall be entitled to request that any Demand Registration (which shall include, for purposes of “shelf” registrations, demands for underwritten offerings pursuant to the applicable shelf registration statement, and, notwithstanding the threshold set forth in the first paragraph of this Section 2(a), the amount of gross proceeds reasonably expected to result from such Demand Registration shall be in excess of One Million Dollars ($1,000,000)) for which it is delivering a Demand Notice be a “shelf” registration pursuant to Rule 415 under the Securities Act. Notwithstanding any other provisions of this Section 2, in no event shall more than one Demand Registration occur within any six-month period from the effective date of any Registration Statement filed pursuant to a prior Demand Notice or within 120 days after the effective date of any other Registration Statement filed by the Corporation; provided, however, 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 2 if the Registration Statement relating thereto (i) does not become effective effective, (ii) is not maintained effective for the period required pursuant to this Section 2, 2(a) 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 period. In the case such requesting holder of Registrable Securities each of clauses (i), (ii) and (iii), PESC Company 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 amount 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 and the intended methods of disposition thereof. The Company Corporation 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 270 180 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 refrains from selling any securities included in such registration at the request of (x) an underwriter or (y) the Corporation pursuant to the provisions herein. 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 all Registrable Securities included in such Registration Statement have actually been sold; 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 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 Registrable Securities. Notwithstanding anything contained herein to the contrary, the Corporation hereby agrees that (i) each Demand Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including on the Prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by PESC Company to allow for a distribution to, and resale by, the direct and indirect partners, members or stockholders of PESC Company (a “Partner Distribution”) and (ii) the Corporation shall, at the reasonable request of PESC Company if 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 initial Registration Statement, or revise such language if deemed reasonably necessary by PESC Company to effect such Partner Distribution.

Requests for Registration. Subject to the following paragraphs of this Section 2(a3(a), (i) the Requisite Investors Investor Shareholders shall have the right right, by delivering or causing to be delivered a written notice to the Company (a “Demand Notice”) Corporation, to require the Company Corporation to register, pursuant to the terms of this Agreement Agreement, under and in accordance with the provisions of the Securities Act, the sale of a number of shares of Common Stock specified by such group of Requisite Investor Shareholders 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 and 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 pursuant to the terms of this Agreement and, in the case of an initial Public Offering(any such written notice, a number of shares of Common Stock specified by “Demand Notice” and any such group of Requisite Investors to be issued and sold in the initial Public Offering (registration, a “Demand Registration”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such group of Requisite Investors and/or, in the case of an initial Public Offering, the sale of the number of shares of Common Stock specified by such group of Requisite Investors to be issued in the initial Public Offering Qualified Holder is reasonably expected to result in aggregate gross cash proceeds in excess of $200,000,000 50,000,000 (without regard to any underwriting discount or commission); provided, further that, unless the Requisite Investor Shareholders 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 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 Notice for a Demand RegistrationRegistration in accordance with this Section 3(a), the Company Corporation 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), 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 if the Registration Statement relating thereto (i) does not become effective effective, (ii) is not maintained effective for the period required pursuant to this Section 23, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction injunction, or similar order or requirement of the SEC during such period period, in which case case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration, as the case may be, Registration in lieu thereof. Within 10 days after receipt by the Company Corporation of a Demand NoticeNotice in accordance with this Section 3(a), the Company 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 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company Corporation received written requests for inclusion therein within 15 days after such Notice is given by the Company Corporation 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))Investor Shareholders, in connection with a Demand Notice for an initial Initial Public Offering, the Company Corporation shall not only be required to deliver any Demand Notice or Piggyback Notice nor include as provided in such registration any Registrable Securities if the initial Public Offering involves only a primary offering clause (i) of the Common Stock in which none second paragraph of the Family Investor or the Sponsor Investors are selling shares of Common Stock beneficially owned by themSection 4. All requests made pursuant to this Section 2 3 will specify the number of Registrable Securities to be registered and/or, in the case of an initial Initial Public Offering, the number of shares of Common Stock to be issued issued, and the intended methods of disposition thereof. The Company Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 270 180 days after the effective date thereof or such shorter period in 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 Agreement.

Requests for Registration. Subject to the following paragraphs paragraph of this Section 2(a3(a), the Requisite Investors Holders shall have the right by delivering a written notice to the Company Corporation (a “Demand Notice”) to require the Company 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 pursuant to the terms of this Agreement and, in the case of an initial Public Offering, a number of shares of Common Stock specified by such group of Requisite Investors to be issued and sold in the initial Public Offering (a “Demand Registration”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by the Requisite Holders delivering such group of Requisite Investors and/or, in the case of an initial Public Offering, the sale of the number of shares of Common Stock specified by such group of Requisite Investors to be issued in the initial Public Offering Demand Notice is reasonably expected to result in aggregate gross cash proceeds in excess of $200,000,000 (without regard to any underwriting discount or commission)50,000,000. Following receipt of a Demand Notice for a Demand Registration, the Company Corporation 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)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. The Requisite Holders shall be entitled to unlimited Demand Registrations. No 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 effective, (ii) is not maintained effective for the period required pursuant to this Section 23, 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 Corporation of a Demand Notice, the Company 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 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company Corporation received written requests for inclusion therein within 15 10 days after such Notice is given by the Company Corporation 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 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 and the intended methods of disposition thereof. The Company Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 270 180 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 an underwriter of the Corporation or the Corporation pursuant to the provisions of this Agreement.

Requests for Registration. Subject to the following paragraphs of this Section 2(a)3, the Requisite Investors each Sponsor shall have the right right, by delivering or causing to be delivered a written notice to the Company (a “Demand Notice”) from time to time, to require the Company to register, register pursuant to the terms of this Agreement 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 on Form S-3 (which, unless the applicable Sponsor requests otherwise, shall be filed pursuant to Rule 415 under the terms of this Agreement andSecurities Act), in if the case of an initial Public OfferingCompany is then eligible for such short-form or any similar or successor short-form registration (“Short-Form Registration”) or, a number of shares of Common Stock specified by if the Company is not then eligible for Short-Form Registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registration”) (any such group of Requisite Investors to be issued and sold in the initial Public Offering (registration, a “Demand Registration”); providedprovided that (x) Brookfield shall be entitled to an unlimited number of Demand Registrations and (y) CDPQ shall be entitled to three (3) Demand Registrations; provided further, however, that unless a Sponsor requests to have registered all of its Registrable Securities, a Demand Notice for a Marketed Underwritten Offering may only be made if the sale of the Registrable Securities requested to be registered by such group of Requisite Investors and/or, in the case of an initial Public Offering, the sale of the number of shares of Common Stock specified by such group of Requisite Investors to be issued in the initial Public Offering Sponsor is reasonably expected to result in aggregate gross cash proceeds in excess of $200,000,000 75,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand RegistrationRegistration in accordance with this Section 3(a), the Company 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 as promptly as practicablereasonably practicable and, but not later than 60 in any event, within thirty (30) days after following receipt of such Demand Notice and (in the case of an initial Public Offering)y) cause such Registration Statement to become effective as promptly as practicable thereafter; provided, and 30 days after such however, that if a Demand Notice is delivered prior to the expiration of the IPO Lock-up Period and the IPO Lock-Up Period has not been waived by the Underwriters of the IPO, the Company shall not be obligated to file (in but shall be obligated to prepare) such Registration Statement prior to the case expiration of the IPO Lock-up Period. With respect to any Public Underwritten Offering other than an initial Public Offeringto be conducted pursuant to any Demand Registration, the Initiating Sponsor shall select the underwriter(s) for such offering, subject to the approval of such underwriter(s) by the board of directors of the Company (the “Board”), and . The Company shall use its reasonable best efforts to cause such keep any Registration Statement with respect to be declared any Demand Registration filed pursuant to this Section 3(a) continuously effective under the Securities Act as promptly as practicable until the earlier to occur of (x) 180 days after the filing thereofeffective 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 3, 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 23, or (iiiy) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction injunction, or similar order or requirement of the SEC during such period or (z) the conditions to closing specified in which case such requesting holder of Registrable Securities shall be entitled to an additional Demand Registrationany underwriting agreement, as the case may bepurchase agreement, 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)), or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as 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 result of the Common Stock in which none of the Family Investor or the Sponsor Investors are selling shares of Common Stock beneficially owned by themInitiating Sponsor’s actions. All requests made pursuant to this Section 2 will 3 shall: (i) state that it is a notice to initiate a Demand Registration under this Agreement; and (ii) 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 and the intended methods method(s) 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 270 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold.

Requests for Registration. Subject to the following paragraphs of this Section 2(a3(a), the Requisite Investors one or more Shareholders shall have the right right, by delivering or causing to be delivered a written notice to the Company (a “Demand Notice”) Company, to require the Company to register, register pursuant to the terms of this Agreement Agreement, under and in accordance with the provisions of the Securities Act, the offer, sale and distribution of all of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement andon Form S-3 (which, in unless all Shareholders delivering such notice request otherwise, shall be (i) filed pursuant to Rule 415 under the case 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 initial Public OfferingAutomatic 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 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 number of shares of Common Stock specified by “Demand Notice” and any such group of Requisite Investors to be issued and sold in the initial Public Offering (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 Registration Statement in connection with such Demand Registration within 75 days, in the case of a Long-Form Registration, or 21 days, in the case of a Short-Form Registration, following receipt of such Demand Notice; provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such group of Requisite Investors and/or, in the case of an initial Public Offering, the sale of the number of shares of Common Stock specified by such group of Requisite Investors to be issued in the initial Public Offering Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $200,000,000 50,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand RegistrationRegistration 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, 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), 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 first Mandatory Conversion Date (as defined in the Certificates of Designations), the Company shall register pursuant to Rule 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 the offer, sale and distribution by the Shareholders of all of the Registrable Securities to be received by the Shareholders as a result of the conversion of such Shareholder’s Convertible Preferred Stock on such Mandatory Conversion Date and all other Registrable Securities (including all shares issuable upon the conversion of all Convertible Preferred Stock, assuming for the purposes of this sentence that the Requisite Stockholder Approval, as defined in the Investment Agreement, has been obtained) not previously so registered pursuant to a then effective registration statement; provided, however, that if the Company is not then eligible to use an Automatic Shelf Registration Statement or another Short-Form Registration, the Company may comply with the foregoing through a Long-Form Registration that is 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 3, 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 specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice) (i) does not become effective effective, or (ii) is not maintained effective for the period required pursuant to this Section 2, 3 or (iiiy) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction 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 themperiod. All requests made pursuant to this Section 2 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 and the intended methods of disposition thereof. The Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall be required use its reasonable best efforts to maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 270 days after the effective date thereof until such securities cease to be Registrable Securities or such shorter period in 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 six 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 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 Notice and, in connection with any underwritten registration, such holders (together with the Company and the other holders including securities in such underwritten registration) must enter into an underwriting agreement in the form reasonably approved by the Shareholders holding the majority of the 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.

Requests for Registration. Subject to the following paragraphs of this Section 2(a)At any time after an Initial Public Offering, the Requisite Investors each Qualified Holder Group shall have the right by delivering a written notice to the Company (a “the "Demand Notice”") 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 pursuant to the terms of this Agreement and, in the case of an initial Public Offering, a number of shares of Common Stock specified by such group of Requisite Investors to be issued and sold in the initial Public Offering (a “"Demand Registration”"); provided, however, however that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such group of Requisite Investors and/or, in the case of an initial Public Offering, the sale of the number of shares of Common Stock specified by such group of Requisite Investors to be issued in the initial Public Offering Qualified Holder Group is reasonably expected to result in aggregate gross cash proceeds in excess of $200,000,000 (without regard to any underwriting discount or commission)20,000,000. 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 60 days 30 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)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. The Management Qualified Holders shall be entitled collectively to a maximum of two Demand Registrations and the Snyder Qualified Holders shall be entitled collectively to a maximum ox xxxxe Demand Registrations. Notwithstanding any other provisions of this Section 3, 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 3(a) if the Registration Statement relating thereto (i) does not become effective (ii) or is not maintained effective for the period required pursuant to this Section 23(a), 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 the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration, as the case may be, Registration in lieu thereof. Within 10 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 other holders of Registrable Securities and shall, subject to the provisions of Section 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 ten (10) 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 3 will specify the number amount 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 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 270 180 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 refrain from selling any securities included in such registration at the request of an underwriter of the Company or the Company pursuant to this Agreement.

Requests for Registration. Subject to the following paragraphs of this Section 2(a3(a), on or after the Requisite Investors earlier of (i) the 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 right, by delivering a written notice to the Company (a “Demand Notice”) Corporation, to require the Company Corporation to register, pursuant to the terms of this Agreement Agreement, under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement and, in the case of an initial Public Offering(any such written notice, a number of shares of Common Stock specified by “Demand Notice” and any such group of Requisite Investors to be issued and sold in the initial Public Offering (registration, a “Demand Registration”); provided, however, that the Corporation shall not be obligated to file a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such group of Requisite Investors and/or, in the case of an initial Public Offering, the sale of the number of 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 registration statement relating to any underwriting discount or commissionregistration 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 Notice for a Demand RegistrationRegistration in accordance with this Section 3(a), the Company Corporation 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), 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 if the Registration Statement relating thereto (i) does not become effective effective, (ii) is not maintained effective for the period required pursuant to this Section 23, or (iii) the offering of the Table of Contents Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction injunction, or similar order or requirement of the SEC during such period period, in which case case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration, as the case may be, Registration in lieu thereof. Within 10 days after receipt by the Company Corporation of a Demand NoticeNotice in accordance with this Section 3(a), the Company 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 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company Corporation received written requests for inclusion therein within 15 25 days after such Notice is given by the Company Corporation 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 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 and the intended methods of disposition thereof. The Company Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 270 180 days after the effective date thereof or such shorter period in 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 holders of Registrable Securities covered by such Demand Registration 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 registered pursuant to such shelf registration statement has been sold in one or more Shelf Underwritten Offerings or otherwise.

Requests for Registration. Subject to the following paragraphs of this Section 2(a), the Requisite Investors Investor shall have the right right, by delivering or causing to be delivered a written notice to the Company (a “Demand Notice”) Company, to require the Company to register, register pursuant to the terms of this Agreement Annex F, under and in accordance with the provisions of the Securities ActAct or the Securities Market Law, the offer, sale and distribution of a number of Registrable Securities requested equal to be so registered at least two percent (2%) of the Common Stock outstanding as of the date of relevant Demand Notice pursuant to the terms of this Agreement and, in the case of an initial Public Offering(any such written notice, a number of shares of Common Stock specified by “Demand Notice” and any such group of Requisite Investors to be issued and sold in the initial Public Offering (registration, a “Demand Registration”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such group of Requisite Investors and/or, in the case of an initial Public Offering, the sale of the number of 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 RegistrationRegistration in accordance with this Section 2(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 60 days after in accordance with such Demand Notice (in the case as soon as reasonably practicable after delivery 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 Act as promptly as practicable after the filing thereofNotice. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 2(a), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 2(d), if (i) the Registration Statement relating thereto (iA) does not become effective or (iiB) is not maintained effective for the period required pursuant to this Section 2, 2 or (iiiii) 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 or similar order by the SVS during such period or (iii) the conditions to closing specified in which case such requesting holder of Registrable Securities shall be entitled to an additional Demand Registrationany underwriting agreement, as the case may bepurchase agreement, 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)), or similar agreement entered into in connection with a Demand Notice for an initial Public Offeringthe registration relating to such request are not satisfied or waived, 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 each of the Common Stock in which none foregoing cases other than as a result of the Family Investor or the Sponsor Investors are selling shares of Common Stock beneficially owned by themInvestor’s action. All requests made pursuant to this Section 2 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 and the intended methods method(s) of disposition thereof. The Except as otherwise agreed by Investor, the Company shall be required to maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 270 days after the effective date thereof until such securities cease to be Registrable Securities or such shorter period period, as confirmed in which all writing by the Investor upon request by the Company, ending when such Registrable Securities included in such Registration Statement have actually been sold.

Requests for Registration. Subject to the following paragraphs limits set forth below, at any time after 185 days after the closing of this Section 2(a)the Initial Public Offering, the Requisite Investors Qualified Holders (or their Permitted Transferees) shall have the right by delivering a written notice to the Company Corporation (a “Demand Notice”) to require the Company 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 pursuant to the terms of this Agreement and, in the case of an initial Public Offering, a number of shares of Common Stock specified by such group of Requisite Investors to be issued and sold in the initial Public Offering (a “Demand Registration”); provided, however, provided that a Demand Notice may only be made if the sale of the such Registrable Securities requested to be registered by such group of Requisite Investors and/or, in the case of an initial Public Offering, the sale of the number of 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 12,000,000 (without regard to any underwriting discount or commissiona “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 later than 60 days after such Demand Notice Within twenty (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 Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if the Registration Statement relating thereto (i20) does not become effective (ii) is not maintained effective for the period required pursuant to this Section 2, 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 Corporation of a Demand Notice, the Company 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 2(b) hereof, include in such registration all Registrable Securities with respect to which the Company Corporation received written requests for inclusion therein within 15 twenty (20) days after such Notice is given by the Company Corporation to such holders. Notwithstanding anything Following receipt of a Demand Notice for a Demand Registration, the Corporation shall use its reasonable commercial efforts to file a Registration Statement as promptly as practicable and 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 Qualified Holders shall be entitled to two Demand Registrations; provided, however, that there shall be no limit to the contrary in this Agreement, unless otherwise consented to number of Demand Registrations by the Requisite Investors Qualified Holders that constitute “shelf” registrations as contemplated by the next succeeding sentence and provided further that Jefferies Capital Partners shall be entitled to one Demand Registration that constitutes a “shelf” registration as contemplated by the next succeeding sentence. After such time as the Corporation shall become eligible to use Form S-3 (whichor comparable form) for the registration under the Securities Act of any of its securities, if there are not (A) the Qualified Holders shall be entitled to request that any Demand Registration for which such Stockholder is delivering a Demand Notice be a “shelf” registration pursuant to Rule 415 under the Securities Act, and the Qualified Holders shall be entitled to an unlimited number of Demand Registrations that constitute “shelf” registrations, and (B) Jefferies Capital Partners shall be entitled to one Demand Registration that constitutes a “shelf” registration pursuant to Rule 415 under the Securities Act by delivering a Demand Notice to the Corporation. Notwithstanding any other provisions of this Section 2, in no event shall more than two Qualified HoldersDemand Registrations occur within any twelve-month period and in no event shall any Demand Registration occur within 120 days from the effective date of any Registration Statement, including any Registration Statement filed pursuant to a prior Demand Notice. No Demand Registration shall mean, be deemed to have occurred 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 Section 2 if the initial Public Offering involves only a primary Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2(a) or (iii) the offering of the Common Stock in which none Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the Family Investor or SEC during such period. In the Sponsor Investors are selling shares case of Common Stock beneficially owned by themeach of clauses (i), (ii) and (iii), such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration. All requests made pursuant to this Section 2 will specify the number amount 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 and the intended methods of disposition thereof. The Company Corporation 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 270 90 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) 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 to occur of two years after the effective date thereof or the date on which all Registrable Securities included in such Registration Statement have actually been sold; 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.

Requests for Registration. Subject to the following paragraphs of this Section 2(a3(a), the Requisite Investors Corp Group Parent shall have the right right, by delivering or causing to be delivered a written notice to the Company (a “Demand Notice”) Company, to require the Company to register, register pursuant to the terms of this Agreement Agreement, under and in accordance with the provisions of the Securities Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement andon Form F-3 (which, in unless Corp Group Parent requests otherwise, shall be (i) filed pursuant to Rule 415 under the case 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 initial Public OfferingAutomatic 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 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 number of shares of Common Stock specified by “Demand Notice” and any such group of Requisite Investors to be issued and sold in the initial Public Offering (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 Registration Statement within 30 days following receipt of such Demand Notice in the case of a Short-Form Registration or within 150 days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, however, provided that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such group of Requisite Investors and/or, in the case of an initial Public Offering, the sale of the number of shares of Common Stock specified by such group of Requisite Investors to be issued in the initial Public Offering Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $200,000,000 250,000,000 (without regard to any underwriting discount or commission) (the “Threshold Size”). Following receipt of a Demand Notice for a Demand RegistrationRegistration in accordance with this Section 3(a), the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 60 days after in accordance with such Demand Notice (in and 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), 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 Section 3 3(a), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(e), if (i) the Registration Statement relating thereto (iA) does not become effective or (iiB) is not maintained effective for the period required pursuant to this Section 2, 3 or (iiiii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction injunction, or similar order or requirement of the SEC during such period or (iii) the conditions to closing specified in which case such requesting holder of Registrable Securities shall be entitled to an additional Demand Registrationany underwriting agreement, as the case may bepurchase agreement, 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)), or similar agreement entered into in connection with a Demand Notice for an initial Public Offeringthe registration relating to such request are not satisfied or waived, 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 each of the Common Stock in which none foregoing cases other than as a result of the Family Investor or the Sponsor Investors are selling shares of Common Stock beneficially owned by thema Corp Group Parent’s action. All requests made pursuant to this Section 2 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 and the intended methods method(s) of disposition thereof. The Except as otherwise agreed by Corp Group Parent, the Company shall be required to maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 270 days after the effective date thereof until such securities cease to be Registrable Securities or such shorter period period, as confirmed in which all writing by Corp Group Parent, ending when such Registrable Securities included in such Registration Statement 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 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 Notice and, in connection with any underwritten registration, such holders (together with the Company and the other 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 applicable Shareholders contained in such underwriting agreement, the Shareholders holding the majority of the 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.

Requests for Registration. Subject to the following paragraphs of this Section 2(a3(a), the Requisite Investors one or more Shareholders shall have the right right, by delivering or causing to be delivered a written notice to the Company (a “Demand Notice”) Company, to require the Company to register, register pursuant to the terms of this Agreement Agreement, under and in accordance with the provisions of the Securities Act, the offer, sale and distribution of all of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement andon Form S-3 (which, in unless all Shareholders delivering such notice request otherwise, shall be (i) filed pursuant to Rule 415 under the case 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 initial Public OfferingAutomatic 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 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 number of shares of Common Stock specified by “Demand Notice” and any such group of Requisite Investors to be issued and sold in the initial Public Offering (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 Registration Statement in connection with such Demand Registration within 75 days, in the case of a Long-Form Registration, or 21 days, in the case of a Short-Form Registration, following receipt of such Demand Notice; provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such group of Requisite Investors and/or, in the case of an initial Public Offering, the sale of the number of shares of Common Stock specified by such group of Requisite Investors to be issued in the initial Public Offering Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $200,000,000 50,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand RegistrationRegistration 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, 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), 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 first Mandatory Conversion Date (as defined in the Certificates of Designations), the Company shall register pursuant to Rule 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 the offer, sale and distribution by the Shareholders of all of the Registrable Securities to be received by the Shareholders as a result of the conversion of such Shareholder’s Convertible Preferred Stock on such Mandatory Conversion Date and all other Registrable Securities (including all shares issuable upon the conversion of all Convertible Preferred Stock) not previously so registered pursuant to a then effective registration statement; provided, however, that if the Company is not then eligible to use an Automatic Shelf Registration Statement or another Short-Form Registration, the Company may comply with the foregoing through a Long-Form Registration that is 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 3, 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 specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice) (i) does not become effective effective, or (ii) is not maintained effective for the period required pursuant to this Section 2, 3 or (iiiy) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction 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 themperiod. All requests made pursuant to this Section 2 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 and the intended methods of disposition thereof. The Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall be required use its reasonable best efforts to maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 270 days after the effective date thereof until such securities cease to be Registrable Securities or such shorter period in 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 six 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 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 Notice and, in connection with any underwritten registration, such holders (together with the Company and the other holders including securities in such underwritten registration) must enter into an underwriting agreement in the form reasonably approved by the Shareholders holding the majority of the 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.

Requests for Registration. Subject to the following paragraphs of this Section 2(a)At any time after an Initial Public Offering, the Requisite Investors each Qualified Holder Group shall have the right by delivering a written notice to the Company (a “the "Demand Notice”") 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 pursuant to the terms of this Agreement and, in the case of an initial Public Offering, a number of shares of Common Stock specified by such group of Requisite Investors to be issued and sold in the initial Public Offering (a “"Demand Registration”"); provided, however, however that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such group of Requisite Investors and/or, in the case of an initial Public Offering, the sale of the number of shares of Common Stock specified by such group of Requisite Investors to be issued in the initial Public Offering Qualified Holder Group is reasonably expected to result in aggregate gross cash proceeds in excess of $200,000,000 (without regard to any underwriting discount or commission)20,000,000. 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 60 days 30 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)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. The Management Qualified Holders shall be entitled collectively to a maximum of two Demand Registrations and the Xxxxxx Qualified Holders shall be entitled collectively to a maximum of three Demand Registrations. Notwithstanding any other provisions of this Section 3, 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 3(a) if the Registration Statement relating thereto (i) does not become effective (ii) or is not maintained effective for the period required pursuant to this Section 23(a), 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 the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration, as the case may be, Registration in lieu thereof. Within 10 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 other holders of Registrable Securities and shall, subject to the provisions of Section 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 ten (10) 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 3 will specify the number amount 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 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 270 180 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 refrain from selling any securities included in such registration at the request of an underwriter of the Company or the Company pursuant to this Agreement.

Requests for Registration. Subject At any time after the first to the following paragraphs occur of this Section 2(a)an Initial Public Offering and August 10, 2010, the Requisite Investors Initiating Holders shall have the right by delivering a written notice to the Company (a “the "Demand Notice”") 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 pursuant to the terms of this Agreement and, in the case of an initial Public Offering, a number of shares of Common Stock specified by such group of Requisite Investors to be issued and sold in the initial Public Offering (a “"Demand Registration”"); provided, however, that a Demand Notice (other than with respect to a Demand Registration that constitutes a "shelf" registration) may only be made if the sale of the Registrable Securities requested to be registered by such group of Requisite Investors and/or, in the case of an initial Public Offering, the sale of the number of shares of Common Stock specified by such group of Requisite Investors to be issued in the initial Public Offering Initiating Holders is reasonably expected to result in aggregate gross cash proceeds in excess of $200,000,000 (without regard to any underwriting discount or commission)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 60 thirty (30) days (or sixty (60) days if audited financial statements are required to be included but are not available), 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)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. The Initiating Holders shall be entitled to a maximum of 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 such Demand Registration be a "shelf" registration pursuant to Rule 415 under the Securities Act. Notwithstanding any other provisions of this Section 3, in no event shall more than one (1) 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 3(a) if the Registration Statement relating thereto (i) does not become effective (ii) or is not maintained effective for the period required pursuant to this Section 23(a), 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, Registration in lieu thereof. Within 10 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 other holders of Registrable Securities and shall, subject to the provisions of Section 2(b3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 ten (10) 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 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 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 270 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 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 allow for a distribution to, and resale by, the direct and indirect partners, members or stockholders of a holder of Registrable Securities (a "Partner Distribution") and (ii) the Company shall, at the request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and to otherwise take any action necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder to effect such Partner Distribution.