Common use of Demand Registration Clause in Contracts

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available.

Demand Registration. A. Each of the Anchor Investors CapGen shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ CapGen’s Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor InvestorCapGen. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Anchor Investment Agreement or from an Anchor Investor CapGen pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify CapGen or the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) Investors of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor Persons in the proposed registration by submitting its their own Demand NoticeNotice(s). The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to CapGen and the Anchor Investors registering Registrable Securities and CapGen (if CapGen is having given Demand Notice registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend CapGen intends to distribute any Registrable Securities by means of an underwritten offering, they it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution of Registrable Securities being sold only by CapGen shall be selected by CapGen. Otherwise, the underwriters shall be mutually acceptable to each Anchor Investor registering Registrable Securities CapGen and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering who propose to sell Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, If at any time and prior to the fifth anniversary of ------------------- the date of this Agreement the Company shall receive from time to time during such periods when the Purchaser a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, written request (a "Demand Request") that the Company register on Form S-3 (or on Form S-1 if Form S-3 is not available to the Company) under and in accordance with the provisions of the Securities Act all (or if such form is not available, any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant registration statement form then available to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Company) Registrable Securities, then the Company shall promptly prepare and file with the Commission as soon as practicable, but in no event later than forty-five (and in any event within ten (1045) Business Days from the date of days after receipt of such Demand Notice)Request, notify the other Anchor Investor a registration statement (or each Anchor Investor, in the case of a "Demand Notice from CapGenRegistration Statement") of the receipt of to effect such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Noticeregistration. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause the Registrable Securities specified in such Demand Request (the "Demand Registrable Securities") to become or be declared effective as promptly soon as practicable. The Company shall provide copies of all correspondence to, a registration statement on and from, the appropriate form for Commission within twenty-four (24) hours after receipt, or delivery, as the registration case may be, of any such correspondence. Each such Demand Request shall: (a) include an initial request to register Registrable Securities having an aggregate offering value of not less than $10 million; (b) specify the number of Demand Registrable Securities intended to be offered and sale as shall be selected sold by the Company and as shall be reasonably acceptable Purchaser pursuant thereto; (c) express the present intention of the Purchaser to offer or cause the Anchor Investors registering offering of such Demand Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in pursuant to such Demand Notice (a “Demand Registration Statement”). If , (d) describe the Anchor Investors registering nature or method of distribution of such Demand Registrable Securities intend pursuant to distribute any Registrable Securities such Demand Registration Statement (including, in particular, whether the Purchaser plans to effect such distribution by means of an underwritten offering); (e) identify the proposed Demand Managing Underwriter, they shall promptly so advise if any; and (f) contain the undertaking of the Purchaser to provide all such information and materials and take all such actions as may be required in order to permit the Company to comply with all applicable requirements of the Securities Act, the Exchange Act and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities rules and shall be mutually acceptable to each Regulations of the Anchor Investors Commission thereunder, and CapGen if CapGen is also registering Registrable Securities in to obtain any desired acceleration of the effective date of such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableStatement.

Demand Registration. A. Each (a) At any time following the second (2nd) anniversary of the Anchor Investors date of this Agreement, in the event that Shelf Registration Statement is not effective with the SEC covering all of the Registrable Securities of the Holders, the Holders shall have the right, subject to the rules and regulations of the SEC, by delivering a written notice to the Company (the a “Demand Notice”) given to the Company), to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that require the Company to register under and in accordance with the provisions of the Securities Act all the number of Registrable Securities Beneficially Owned by the Holders and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however , that the Holders in the aggregate shall not be entitled pursuant to this Section 2.02 to require the Company to effectuate more than two (2) Demand Registrations (which may collectively include underwritten Demand Registrations and Company Supported Distributions) during the Term of this Agreement. Notwithstanding the foregoing, if the at least 5,000,000 Preferred Shares (as adjusted for splits, dividends, reclassifications and the like) convert into the applicable number of Conversion Shares then the number of Demand Registrations that the Company may be obligated to undertake shall increase to three (3) and if at least 10,000,000 Preferred Shares (as adjusted for splits, dividends, reclassifications and the like) convert into the applicable number of Conversion Shares then the number of Demand Registrations that the Company may be obligated to undertake shall increase to four (4) and the Holders shall be entitled to deliver a Demand Notice for up to the two additional Demand Registrations any time after such conversion of the Preferred Shares into Conversion Shares has taken place. A Demand Notice shall also specify the expected method or any portion methods of disposition of the applicable Registrable Securities. Following receipt of a Demand Notice, the Company shall use commercially reasonable efforts to file, as promptly as reasonably practicable, but not later than forty-five (45) days after receipt by the Company of such Demand Notice provided that a Suspension Period is not in effect, a Registration Statement relating to the offer and sale of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause requested to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected included therein by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), Holders in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice elected (a “Demand Registration Statement”)) and shall use commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. If the Anchor Investors registering Registrable Securities intend The Holders agree that if any Holder intends to distribute any Registrable Securities by means of an underwritten offering, they offering it shall promptly so advise the Company and the Company shall take all reasonable steps cooperate with the Holder to facilitate such distribution, including the actions required pursuant to Sections 2.05(a)(ix)-(xv) and, if a Company Supported Distribution is requested, Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of 2.05(a)(xvi) so long as the Holders submitting have not previously exhausted the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availablelimit for such Company Supported Distributions specified in Section 2.05(a)(xvi).

Demand Registration. A. Each (a) At any time after one hundred eighty (180) days after the initial public offering of the Anchor Investors shall have Company’s Common Stock pursuant to an effective registration under the rightSecurities Act, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when holders of a Shelf Registration Statement or Shelf Registration Statements covering all majority of the Anchor Investors’ Registrable Securities is or are not existing and effective, that may notify the Company register under and in accordance with the provisions of the Securities Act that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities, with an aggregate offering price (net underwriting discounts and commissions, if any) of at least five million dollars ($5,000,000.00), in the Registrable Securities designated by manner specified in such Anchor Investorrequest. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14such request, the Company shall promptly deliver notice of such request to all Investors holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon such Person’s participation in such underwritten public offering and the inclusion of such Person’s Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its reasonable best efforts to expeditiously effect (but in any event within ten no later than thirty (1030) Business Days from the date of receipt of days after such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGenrequest) the opportunity to include registration of all Registrable Securities held by whose holders request participation in such Anchor Investor registration under the Securities Act, but only to the extent provided for in the proposed registration by submitting its own Demand Notice. The Companythis Agreement; provided, within 45 days of the date on which the Company receives such earlier Demand Noticehowever, shall file with the SEC, and that the Company shall thereafter use its best efforts not be required to cause effect registration pursuant to a request under this Section 2 more than two (2) times for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, no request may be declared made under this Section 2 within ninety (90) days after the effective as promptly as practicable, date of a registration statement on the appropriate form for the registration and sale as shall be selected filed by the Company and as shall be reasonably acceptable to covering a firm commitment underwritten public offering in which the Anchor Investors registering holders of Registrable Securities shall have been entitled to join pursuant to Section 4 and CapGen (in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration under this section 2(a) unless and until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating shareholders; provided, however, that a majority-in-interest of the participating holders of Registrable Securities may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) but has not yet been declared effective, and a majority-in-interest of such holders may thereafter request the Company to reinstate such registration statement, if CapGen is registering Registrable Securities)permitted under the Securities Act, or to file another registration statement, in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of procedures set forth herein and without reduction in the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”demand registrations permitted under this Section 2(a). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available.

Demand Registration. A. Each The holders of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to requestRegistrable Shares, at any time and from time time, may require the Company to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all effect the registration of the Anchor Investors’ Registrable Securities Shares. The right to request registration under this Section 10.2 may be exercised on two (2) separate occasions, only unless such request is or are not existing and effective, that the Company register under and withdrawn in accordance with the provisions of the Securities Act all or terms hereof. The two (2) rights granted hereunder are distinct and separate from any portion of the Registrable Securities designated by such Anchor Investorother rights to request registration which have been granted to any other Person. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor A shelf registration may be demanded pursuant to this Section 3.1410.2. These demand registration rights may only be exercised if the holders of a majority of Conversion Stock (whether or not the Conversion Stock have been issued) (the "Majority Holders") provided, however, that if Tennessee Farmers holds any Registrable Shares, the Majority Holders must include Tennessee Farmers, shall give notice to the Company shall promptly to the effect that holders of Notes or Conversion Stock intend to (i) transfer all or any part of the Conversion Stock or (ii) exercise all or any part of the Note and in transfer all or any event part of the Conversion Stock under such circumstances that a public distribution (within the meaning of the Securities Act) of the Conversion Stock will be involved, then the Company (A) within ten (10) Business Days from the date of days after receipt of such Demand Notice), notify notice shall give written notice of the proposed registration pursuant to this Section 10.2 to the other Anchor Investor holders of Notes and Conversion Stock and (or each Anchor Investor, in the case of a Demand Notice from CapGenB) of the within thirty (30) days after receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in notice from the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand NoticeMajority Holders, shall file with a registration statement pursuant to the SEC, and Securities Act to the end that all Conversion Stock the holders of which requested registration thereof either pursuant to the original notice from the Majority Holders given pursuant to this sentence or by written notice given to the Company during such 30-day period, may be sold under the Securities Act as promptly as is practicable thereafter. The Company shall thereafter use its best commercially reasonable efforts to cause any such registration to be declared become effective and to keep the prospectus included therein current for 135 days; provided, however, that such holders shall furnish the Company with such appropriate information as promptly is required in connection with such registration as practicable, a registration statement on the appropriate form Company may reasonably request in writing. If the managing underwriter for the registration and sale as any offering made pursuant to this Section 10.2 (who shall be selected by the Majority Holders, subject to the consent of the Company, which shall not be unreasonably withheld) advises the Company in writing that, in its opinion, the inclusion of all of the Conversion Stock requested to be included in such registration by the holders of Notes and as Conversion Stock would materially adversely affect the distribution of all such securities, then there shall be reasonably acceptable included in such registration shares of the holders of Notes or Conversion Stock pro rata based on the number of shares originally proposed to be registered by each holder of Notes or Conversion Stock and no other Common Shares shall be included in such registration. A registration will not count as a demand registration under this Section 10.2 until it has become effective and the Anchor Investors registering Registrable Securities holders of the Warrants or Conversion Stock participating in the demand registration are able to register and CapGen (if CapGen is registering Registrable Securities), sell at least 90% of the Conversion Stock originally requested to be included in accordance such registration. The Company agrees to enter into an underwriting agreement in customary form with the intended method or methods of distribution (which may be managing underwriter. Such underwriting agreement will contain such representations and warranties by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps such other terms and provisions as are customarily contained in underwriting agreements with respect to facilitate such distributionsecondary distributions, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities including, without limitation, indemnities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availablecontribution.

Demand Registration. A. Each of the Anchor Investors (a) Initiating Holders shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Holder’s Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor InvestorInitiating Holders. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Notice, the Company shall promptly (and in any event within ten (10) Business Days business days from the date of receipt of such Demand Notice), notify each Holder (other than the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGenInitiating Holders) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) Holder the opportunity to include Registrable Securities held by such Anchor Investor Holders in the proposed registration by submitting its own Demand Noticewritten notice to the Company within ten (10) business days of receipt of the Company notice to such other Holder. The Company, within 45 forty-five (45) days of the date on which the Company receives such earlier the Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is Holders registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors Holders registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c)3. The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities the Company and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also Holders registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available.

Demand Registration. A. Each (a) At any time after the date which is 180 days after the closing of the Anchor Investors Company's initial Public Offering, any stockholder of the Company which is a party to this Agreement (an "Eligible Holder") may request that the Company effect the registration under the Securities Act of all or part of its shares of Class A Common Stock (including shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by it) for sale in the manner specified in such request. A stockholder that previously owned shares of Class B Common Stock but ceased to be a Principal Stockholder upon the conversion of its shares of Class B Common Stock to shares of Class A Common Stock shall have the right, continue to be a party to this Agreement so long as it owns any shares of Class A Common Stock and therefore shall be an Eligible Holder. Such request shall be made by furnishing written notice thereof (the “a "Demand Notice”") given to the Company, setting forth the number of shares of Class A Common Stock requested to request, at any time be registered and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all Eligible Holder's intended method of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investordistribution. Upon Within ten days after receipt of a any Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Notice, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt give written notice of such Demand Notice and allow to all other Eligible Holders. Following receipt of such notice from the Company (the "Company Notice"), each such other Anchor Investor Eligible Holder shall have the right to give the Company a written request to register any or all of such Eligible Holder's Class A Common Stock (or each Anchor Investor, including shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by it) in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor registration described in the proposed registration by submitting its own Demand Company Notice. The Company, provided that such written request is given within 45 fifteen days of after the date on which the Company receives Notice is given (with such earlier request stating (i) the number of shares of Class A Common Stock to be so included, (ii) such other Eligible Holder's intended method of distribution of such shares and (iii) any other information that the Company Notice reasonably requests be included in such notice from such Eligible Holder). All registrations requested pursuant to this Section 4.1(a) are referred to herein as "Demand NoticeRegistrations." The Company shall not be required to effect a Demand Registration unless the aggregate number of shares of Class A Common Stock demanded to be so registered is at least one percent of the number of shares of Class A Common Stock then outstanding (the "Minimum Condition"). If the Minimum Condition is met, shall then, subject to Sections 4.1(c), 4.1(e) and 4.1(f) below, the Company shall, as soon as practicable, file with the SEC, SEC and the Company shall thereafter use its best efforts to cause to be declared become effective as promptly as practicable, a registration statement on Registration Statement which shall cover the appropriate form for the registration and sale as shall shares of Class A Common Stock requested to be selected by the Company and as shall be reasonably acceptable registered pursuant to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the and Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableNotices.

Demand Registration. A. Each (a) If the Company is unable to file within 75 days after the Closing, cause to be effective within 90 days thereafter or thereafter maintain the effectiveness of a Shelf Registration Statement during the Anchor Investors Shelf Effective Period as required under Section 2.1, the Majority Investor Parties shall have the right, by delivering a written notice to the Company (the a “Demand Notice”) given to the Company), to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that require the Company to register under and in accordance with the provisions of the Securities Act all or the number of Registrable Securities Beneficially Owned by the Investor Parties and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that the Company shall not be required to effect a Demand Registration pursuant to this Section 2.2(a) after the Company has effected two (2) Demand Registrations pursuant to this Section 2.2(a); and provided further, that the Investor Parties shall not be entitled to deliver to the Company more than two (2) Demand Registrations in any portion 12-month period and, in any event, a Demand Notice may only be made if the sale of the Registrable Securities designated requested to be registered by such Anchor Investorthe Investor Parties includes at least 5% of the originally issued shares of the Registrable Securities issued upon conversion of Preferred Stock originally issued to Investor Parties or is reasonably expected to result in aggregate gross cash proceeds in excess of $1,000,000 (without regard to any underwriting discount or commission). Upon A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Notice, the Company shall use its reasonable efforts to file, as promptly (and in any event within ten (10) Business Days from as reasonably practicable, but not later than 30 days after receipt by the date of receipt Company of such Demand Notice), notify a Registration Statement relating to the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) offer and sale of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause requested to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected included therein by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), Investor Parties in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified elected by the Holders in such Demand Notice Majority Investor Parties (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities ) and shall be mutually acceptable use its reasonable efforts to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in cause such underwritten offering. Any Demand Registration Statement may, at to be declared effective under the request of Securities Act as promptly as practicable after the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availablefiling thereof.

Demand Registration. A. Each (a) Upon receipt of the Anchor Investors shall have the right, by a written notice (the “request from a Demand Notice”) given to the Company, to request, Holder at any time following the 180th day after the date hereof, the Company shall prepare and file with the Commission a registration statement under the Securities Act (a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Demand Holder, be a registration statement that provides for the resale of the Registrable Securities from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register pursuant to Rule 415 under and in accordance with the provisions of the Securities Act all or any portion (a “Shelf Registration Statement”). Within five (5) business days of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Notice, the Company shall promptly give written notice of such Demand Notice to all Holders, and the Holders shall have three (and in any event within ten (103) Business Days from the date of business days following receipt of such notice of the Demand Notice)Notice from the Company to request in writing (including by electronic mail) to the Company to be included as a seller of Registrable Securities in such Registration Statement. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. The Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, notify and requested by, the other Anchor Investor Holders of any and all Registrable Securities covered by such Registration Statement (or each Anchor Investor, including those elected to be included in the case such Registration Statement following notice of a Demand Notice from CapGenthe Company pursuant to this Section 2.01). The Company shall use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As soon as practicable following the date that the Registration Statement becomes effective, but in any event within two (2) business days of such date, the Company shall provide the Holders with written notice of the effectiveness of the Registration Statement. The Company shall only be obligated to effect two (2) demand registrations on a Long-Form Registration Statement under this Section 2.01 in any twelve-month period; provided, however, that a registration on a Long-Form Registration Statement shall not count as a registration under this Section 2.01 unless it has become effective. The Company shall be obligated to effect an unlimited number of registrations under this Section 2.01 on Short-Form Registration Statements. The Company shall not be obligated to file more than one (1) Registration Statement (including Short-Form Registration Statements) in response to requests pursuant to this Section 2.01 within 90 days after the effective date of any Registration Statement filed by the Company in response to requests pursuant to this Section 2.01. Once a Holder’s Registrable Securities become eligible for resale without restriction and without the need for current public information pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming the Holder of such Registrable Securities is not an affiliate (as defined in Rule 144(a)(1) under the Securities Act) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days then such Holder may, at its option, at any time, request that the Company take such steps as are reasonably necessary to deregister such Holder’s Registrable Securities. In connection with such request, such Holder’s rights under this Agreement shall all be terminated, including without limitation the right to demand an Underwritten Offering and the right to participate in a Piggyback Registration, and such Holder, to the extent such Holder beneficially owns less than 0.5% of the date on which the Company receives such earlier Demand NoticeCommon Stock then outstanding, shall file with the SEC, and the Company shall thereafter use its best efforts no longer be subject to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distributionobligations under this Agreement, including without limitation the actions required obligation to enter into letter agreements with underwriters pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available2.13.

Demand Registration. A. Each (a) Subject to the Stockholder’s satisfaction of its obligations under Section 5.25 of the Anchor Investors shall have Purchase Agreement with respect to the rightfinancial statements then required, by written notice from and after the end of the Lock-Up Period, the Stockholder may request in writing (a “Request”) (a) that the Company file a prospectus supplement (the “Demand NoticeTakedown Prospectus Supplement”) given to an effective Shelf Registration Statement filed pursuant to Rule 424 under the Securities Act with respect to the CompanyRegistrable Securities identified in the Request (a “Takedown Request”) or, (b) if such Shelf Registration Statement is not available for the resale of the Registrable Securities, including if for any reason the Company shall be ineligible to request, at any time and from time to time during such periods when maintain or use a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effectiveStatement, that the Company register under and in accordance with the provisions of the Securities Act all or any portion part of the Registrable Securities that are Beneficially Owned by the Stockholder or its Affiliates (i) on a Registration Statement on Form S-3 or, (ii) if the Company is not then eligible to file a Form S-3, any other available form (a “Demand Registration”), in each case, including sales or distributions by way of underwritten offering, block trade or other distribution plan designated by the Stockholder. The Stockholder shall be entitled to make no more than three (3) Requests for an underwritten offering in any twelve-month period (it being understood that each underwritten offering (including any underwritten block trade) under this Agreement shall count as a Request, even if such Anchor Investoroffering is a Takedown Request conducted pursuant to a Shelf Registration Statement and regardless of whether such offering is publicly marketed before or after the underwriters agree to purchase the Registrable Securities, unless the Stockholder withdraws its request in the circumstances described in the second sentence of Section 5.6), and each such Request shall be to register an amount of Registrable Securities equal to the lesser of (i) an aggregate market value as of the date of such Request of at least fifty million dollars ($50,000,000) and (ii) the total outstanding Registrable Securities then held by the Stockholder; provided, that any Request pursuant to this clause (ii) shall have a minimum aggregate market value as of the date of such Request of at least twenty-five million dollars ($25,000,000). Upon receipt The Company shall not be obligated to effect a Demand Registration or Takedown Request during the sixty (60) day period following the effective date of a Demand Notice Registration Statement pursuant to any other Demand Registration or the corresponding provisions closing of the CapGen Investment Agreement or from an Anchor Investor any underwritten offering pursuant to a Takedown Request. Each Request pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (105.1(a) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by in writing and shall specify the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend requested to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company be registered and the Company intended method of distribution of such Registrable Securities. Nothing in this Article 5 shall take all reasonable steps to facilitate such distributionaffect, including the actions required pursuant to Section 3.14(c). The managing underwriters in supersede or otherwise modify any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities restrictions on Transfer set forth in such Article 2 or any other provision of this Agreement. For the avoidance of doubt, underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be overnight bought deals will count as a “shelf” registration pursuant to Rule 415, if availableRequest.

Demand Registration. A. Each At any time after the end of the Anchor Investors Lock-Up Period and at which time the shelf registration statement required pursuant to Section 5.1 shall have not be available for the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion resale of the Registrable Securities designated by such Anchor Investor. Upon receipt or an Underwritten Offering, including if for any reason the Company shall be ineligible to maintain or use a shelf registration statement, the Company shall, as promptly as reasonably practicable following the written request of the Stockholder or its Subsidiary for registration under the Securities Act of all or part of the Registrable Securities (a “Demand Notice Request”), file a registration statement with the SEC (a “Demand Registration Statement”) with respect to resales of the Registrable Securities pursuant to the corresponding provisions Stockholder’s or its Subsidiary’s intended method of the CapGen Investment Agreement distribution thereof or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file Underwritten Offering with the SECanticipated aggregate gross proceeds for at least $50 million, and shall, subject to the Company shall thereafter terms of this Article V, use its reasonable best efforts to cause such Demand Registration Statement to be declared effective under the Securities Act as promptly as practicablereasonably practicable after the filing thereof; provided that such Demand Registration Statement shall be filed on (i) Form S-3, a if the Company is then S-3 Eligible, or (ii) any other appropriate form under the Securities Act for the type of offering contemplated by the Stockholder or its Subsidiary, if the Company is not then S-3 Eligible, and provided further, that, to the extent that the Stockholder or any of its Subsidiaries would, in the Company’s reasonable determination, be deemed to be an “underwriter” for purposes of Section 11 under the Securities Act, any registration statement on the appropriate form for the registration under this Section 5.2 shall include disclosure to such effect and sale as shall be selected any other information deemed reasonably necessary by the Company to comply with the rules and as regulations of the SEC in connection therewith, it being understood that the Company shall only be reasonably acceptable required to the Anchor Investors registering register such amount of Registrable Securities and CapGen (if CapGen is registering Registrable Securities), as it reasonably determines would be permitted in accordance with such rules and regulations. Each Demand Request shall specify the Registrable Securities to be registered, their aggregate amount, and the intended method or methods of distribution (which thereof. The Stockholder agrees to provide the Company with such information in connection with a Demand Request as may be by an underwritten offering), of the total number of Registrable Securities specified reasonably requested by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableRequest.

Demand Registration. A. Each (a) If the Company shall receive at any time after the Restriction Termination Date a request from two (2) or more Shareholders that are either Bank Shareholders or PE Shareholders, or both (in either case, the “Initial Requesting Shareholders”) that the Company effect the registration under the Securities Act of all or any portion of such Initial Requesting Shareholders’ Registrable Securities, and specifying the Anchor Investors intended method of disposition thereof, then the Company shall have the right, by written give notice (the a “Demand Notice”) given of such requested registration (each such request shall be referred to herein as a “Demand Registration”) to the Companyother Shareholders, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are which notice shall be given not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within later than ten (10) Business Days from following receipt by the Company of the Demand Notice. Such other Shareholders may, upon notice received by the Company no later than five Business Days after the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case notice of a Demand Notice from CapGen) Registration, request that the Company also effect the registration under the Securities Act of the receipt all or any portion of such Demand Notice and allow other Shareholders’ Registrable Securities (such other Anchor Investor (or each Anchor Investorrequesting Shareholders, in together with the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand NoticeInitial Requesting Shareholders, shall file with be referred to herein as the SEC“Requesting Shareholders”). Thereafter, subject to the restrictions set forth in Section 2.04 and Section 3.01(f), the Company shall thereafter use its best commercially reasonable efforts to cause effect the registration under the Securities Act of all Registrable Securities for which the Requesting Shareholders have requested registration under this Section 3.01 to the extent necessary to permit the disposition of the Registrable Securities so to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen registered (if CapGen is registering Registrable Securities), in accordance with the intended method methods thereof as aforesaid); provided that the Company shall be permitted to effect the registration under the Securities Act of any securities other than Registrable Securities (including for the benefit of any other Persons not party to this Agreement) as part of any Demand Registration; provided further that the Company shall not be obligated to effect a Demand Registration (i) unless the aggregate gross proceeds (before the deduction of any discounts or methods of distribution (which may commissions) expected to be by an underwritten offering), received from the sale of the total number of Registrable Securities specified by the Holders requested to be included in such Demand Notice Registration equals or exceeds $100,000,000 (a the “Demand Registration StatementProceeds Threshold”). If , provided the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they Proceeds Threshold shall promptly so advise only apply through the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each fourth anniversary of the Anchor Investors IPO Closing Date, and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at (ii) until after the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableRestriction Termination Date.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”a) given to the Company, to request, at At any time and from time to time during such periods when on or after the date that is not less than 180 days after the Effective Date, upon the written request (a Shelf Registration Statement or Shelf Registration Statements covering all “Demand Notice”) of the Anchor Investors’ Registrable Securities is or are not existing and effective, Required Investors requesting that the Company register effect the registration under and in accordance with the provisions of the Securities Act of all or any a portion of the Registrable Securities designated by of such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Investors (“Requesting Investors”), the Company shall promptly give notice of such requested registration (and in any event within ten (10each such request shall be referred to herein as a “Demand Registration”) at least 10 Business Days from prior to the anticipated filing date of receipt of the Registration Statement relating to such Demand NoticeRegistration to the other Investors and to the holders of Other Registrable Securities and thereupon shall use its commercially reasonable efforts to effect, as expeditiously as possible, the registration under the Securities Act of (i) all Registrable Securities for which the Requesting Investors have requested registration under this Section 2(a), notify (ii) subject to the restrictions of Sections 2(e) and 3(d), all other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by that any other Investors (all such Anchor Investor in Investors, the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which “Registering Investors”) request the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause register pursuant to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected Section 3(a) by request received by the Company within 5 Business Days after the Company gives notice of the Demand Registration, and as shall be reasonably acceptable (iii) subject to the Anchor Investors registering restrictions of Sections 2(e) and 3(d), all Other Registrable Securities and CapGen that any holders of Other Registrable Securities (if CapGen is registering Registrable Securities)all such holders, the “Other Registering Holders”) request the Company to register pursuant to Section 3(a) by request received by the Company within 5 Business Days after the Company gives notice of the Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended method or methods of distribution (which may be by an underwritten offering), disposition thereof as aforesaid) of the total Registrable Securities to be so registered, provided that, the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration by the Requesting Investors equals or exceeds $15,000,000. Each such Demand Notice will specify the number of Registrable Securities specified proposed to be offered for sale in aggregate and by each Requesting Investor and will also specify the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means intended method of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availablethereof.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from If an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend wishes to distribute any Registrable Securities by means of an underwritten offering, they it shall promptly so advise the Company and the Company shall take all reasonable steps necessary to facilitate such distribution, including the actions required pursuant to by this Section 3.14(c)6. The managing underwriters lead underwriter to administer the offering in connection with any such distribution shall Demand Registration will be mutually acceptable to the Investors participating in the registration. Any registration requested by an Investor or Investors or Holders pursuant to this Section 6(c) is referred to in this Agreement as a “Demand Registration.” The Company is not required to complete more than (i) two underwritten offerings with respect to each Anchor Investor registering and its permitted transferees and assigns and (ii) one underwritten offering for all Investors during any period of twelve consecutive months. Whenever the Company receives a request for Demand Registration hereunder, the Company will give prompt written notice to each Investor of its intention to effect such a registration (but in no event less than ten days prior to the anticipated filing date) and will include in such registration all Registrable Securities and shall be mutually acceptable with respect to each which the Company has received written requests for inclusion from Investors therein within ten business days after the date of the Anchor Investors and CapGen if CapGen is also registering Company’s notice. Any such person that has made such a written request may withdraw its Registrable Securities in from such underwritten offering by giving written notice to the Company and the managing underwriter, if any, on or before the fifth business day prior to the planned effective date of such underwritten offering. Any If the managing underwriter(s) of such underwritten offering advises the Investors that in its reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Investors will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included on a pro rata basis by each Investor in proportion to the aggregate number of Registrable Securities held by such Investor on the date that such request for Demand Registration Statement maywas made. Anything to the contrary in this Section 6(c) notwithstanding, at the request Company shall not be obligated to effect a Demand Registration for aggregate gross proceeds of less than $25,000,000 (the “Minimum Threshold”); provided that the Minimum Threshold shall not apply to an Investor proposing to sell all of its remaining Registrable Securities of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableCompany.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at At any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all after the effective date hereof but prior to the fifth anniversary of the Anchor Investors’ Registrable Securities is or are not existing and effectiveeffective date hereof, that the holders of Underwriter Warrants shall have the right to make written request of the Company on one occasion to register under and in accordance with the provisions Act at least fifty percent (50%) of the Securities Act all or any portion Underlying Stock which would be issuable upon exercise of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice Underwriter Warrants pursuant to the corresponding provisions of the CapGen Investment Agreement terms and conditions hereof. The Underlying Stock specified in such request or from an Anchor Investor a request pursuant to this Section 3.143(d) hereof is referred to herein as the "Subject Stock." Promptly upon receipt of such request, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, Commission a Registration Statement on the applicable form for the registration of the Subject Stock and the Company shall thereafter use its best efforts to cause such Registration Statement to become effective (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with the Act and the Rules and Regulations promulgated thereunder) as soon as practicable to permit or facilitate the sale and distribution of the Subject Stock. Immediately upon receipt of a request for registration pursuant to this Section 3(c), the Company shall notify each of the holders of Underwriter Warrants of such request. Notwithstanding the provisions of this Section 3(c), if the Company shall furnish to the holders of Underwriter Warrants a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by seriously detrimental to the Company and as shall its stockholders for such a Registration Statement to be reasonably acceptable filed and it is therefore essential to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods defer a filing of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps have the right to facilitate defer such distributionfiling for a period of not more than one hundred twenty (120) days after receipt of the request from the holders of Underwriter Warrants to effect such a registration; provided, including however, that the actions required pursuant to Section 3.14(c). The managing underwriters Company may not utilize the right more than once in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each twenty-four (24) month period; and, provided further, that the holders of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement Underwriter Warrants may, at any time in writing, withdraw such request for such registration and therefore preserve the right provided in this Section 3(c) for the holders of Underwriter Warrants to request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availablesuch registration.

Demand Registration. A. Each of (a) Following the Anchor Investors Lock-Up Period, Management Stockholder shall have the right, subject to the terms of this Agreement, to require Activision to register for offer and sale under the Securities Act all or a portion of the Registrable Securities then owned by Management Stockholder subject to the requirements and limitations in this Section 6.1. In order to exercise such right, Management Stockholder must give written notice to Activision (the a “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, requesting that the Company Activision register under and in accordance with the provisions of the Securities Act the offer and sale of Registrable Securities (i) having a market value on the date the Demand Notice is received (the “Demand Date”) of at least $50 million based on the then prevailing market price, or (ii) representing all or any portion of the Registrable Securities designated then held by such Anchor InvestorManagement Stockholder. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), Activision shall (i) promptly notify the such other Anchor Investor (or each Anchor Investor, Persons as may be entitled to participate in the case of a Demand Notice from CapGen) such sale of the receipt of such Demand Notice Notice, (ii) prepare and allow file with the Commission as soon as practicable and in no event later than 90 days after the Demand Date a Demand Registration Statement relating to the offer and sale of the Applicable Securities on any available form agreed to by the Management Stockholder and Activision for which Activision then qualifies (which may include a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act solely for use in connection with delayed underwritten offerings under Rule 415 promulgated under the Securities Act) and (iii) use reasonable efforts to cause such other Anchor Investor Demand Registration Statement to be declared effective under the Securities Act as promptly as practicable. Activision shall use reasonable efforts to have each Demand Registration Statement remain effective until the earlier of (or each Anchor Investor, i) one year (in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “shelf Demand Registration Statement”). If ) or 60 days (in the Anchor Investors registering Registrable Securities intend to distribute case of any Registrable Securities by means other Demand Registration Statement) from the Effective Time of an underwritten offering, they shall promptly so advise the Company such Registration Statement and the Company shall take (ii) such time as all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Applicable Securities in such underwritten offering. Any Demand Registration Statement may, at have been disposed of by the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableElecting Holders.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Notice, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of selected by the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offeringSecurities. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at At any time and from time to time during such periods when a Shelf Registration Statement on or Shelf Registration Statements covering all after the date of this Agreement, Xxxxxx, on behalf of the Anchor Investors’ Registrable Securities is or are not existing and effectiveXxxxxx Shareholders, may request in writing (“Request”) that the Company New Mylan register under and in accordance with the provisions of the Securities Act all or part of the Registrable Securities that are Beneficially Owned by the Xxxxxx Shareholders or their Affiliates (a) on a Registration Statement on Form S-3 or other available form (a “Demand Registration”) or (b) on a Shelf Registration Statement covering any Registrable Securities (or otherwise designating an existing Shelf Registration Statement with the SEC to cover the Registrable Securities) (a “Shelf Registration”). Any such Request may involve (i) a registered offering by the Xxxxxx Shareholders of Xxxxxx securities that entitle the holders thereof to receive all or a portion of the Registrable Securities designated Beneficially Owned by the Xxxxxx Shareholders (or the cash value thereof) or (ii) a Hedging Arrangement in which the counterparty to one or more Xxxxxx Shareholders uses the Shelf Registration Statement to effect short sales of Registrable Securities; provided that the consent of New Mylan shall be required in connection with any Request pursuant to clause (ii) above, such Anchor Investorconsent not to be unreasonably withheld, delayed or conditioned. Upon receipt Xxxxxx shall be entitled to make no more than seven (7) Requests, and each such Request shall be to register an amount of Registrable Securities having an aggregate value of at least $200,000,000. Any requested registrations by Xxxxxx prior to the date of this Agreement pursuant to Section 7.24(b) of the Business Transfer Agreement shall be deemed to be Demand Registrations or Shelf Registrations, as applicable, under this Agreement, including being taken into account in determining the foregoing permitted number of Requests, and each of the Xxxxxx Shareholders and New Mylan shall have all rights and obligations under this Agreement with respect to such registrations as if such registrations had been requested under this Agreement. New Mylan shall not be obligated to effect a Demand Registration during the sixty (60) calendar day period following the effective date of a Demand Notice Registration Statement pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor any other Demand Registration. Each Request pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as 6.1 shall be selected by in writing and shall specify the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend requested to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company be registered and the Company shall take all reasonable steps to facilitate intended method of distribution of such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableSecurities.

Demand Registration. A. Each of (a) At any time following the Anchor Investors shall have Restricted Period, the rightShareholder may, by providing written notice (the a “Demand NoticeRegistration Request”) given to the Company, request to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act sell all or any a portion of the Registrable Securities designated Beneficially Owned by the Shareholder pursuant to a Registration Statement in the manner specified in such Anchor Investornotice, provided that the aggregate market value of such Registrable Securities so requested to be sold, as measured by the market price of such Registrable Securities on the date of the Demand Registration Request, shall not be less than $100 million (a “Demand Registration”). Upon receipt Each Demand Registration Request shall specify the number of a Demand Notice Registrable Securities intended to be offered and sold pursuant to the corresponding provisions Demand Registration and the intended method of disposition thereof, including whether the CapGen Investment Agreement registration requested is for an underwritten offering. A Demand Registration shall be effected by way of a Registration Statement on Form S-3 or from any similar short-form registration to the extent the Company is permitted to use such form at such time (or to the extent the Company is not permitted to use such form, on Form S-1 or a similar long-form registration). The Company may, after consultation with the Shareholder, comply with a Demand Registration Request by, at the Company’s option, (x) filing a Registration Statement (including a Shelf Registration Statement) which will be used to offer the Registrable Securities and/or (y) providing a prospectus supplement for an Anchor Investor pursuant to this Section 3.14already effective Registration Statement. If the Company is then ASR Eligible, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best commercially reasonable efforts to cause the Registration Statement to be declared effective an ASRS containing a Prospectus naming the Shareholder as promptly as practicable, a registration statement on the appropriate form for selling shareholder and registering the registration offering and sale as shall be selected of the Registrable Securities by the Company and as shall be reasonably acceptable Shareholder on a delayed or continuous basis pursuant to the Anchor Investors registering Registrable Securities and CapGen Rule 415 (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand ASRS Resale Shelf Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the The Company shall take all use its commercially reasonable steps efforts to facilitate such distributioncause any Registration Statement (or prospectus supplement, including as applicable) relating to a Demand Registration (xx) to be filed with the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each SEC as promptly as reasonably practicable following the receipt of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement mayRequest, at and in no event more than twenty (20) Business Days after receipt of a Demand Registration Request (or such longer period agreed to by the request of Shareholder), (yy) to be declared effective by the Holders submitting SEC or otherwise become effective under the Demand Notice, be a “shelf” registration pursuant Securities Act as promptly as reasonably practicable after the filing thereof and (zz) to Rule 415, if availableremain continuously effective during the Effectiveness Period.

Demand Registration. A. Each (a) If (i) for any reason, during any period when the Shelf Registration Statement is required under Section 5.01 to be effective, the Company is not qualified under the Securities Act to maintain the effectiveness of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all fails to do so, or (ii) during the period between the termination of the Anchor Investors’ Company's obligations under Section 5.01 and the termination of the Company's obligations under this Section 5.02 (any such period, a "Demand Period"), then at any time during a Demand Period, Holders of not less than 25% of the Registrable Securities is or are not existing may make a written request to the Company (which request shall specify the Registrable Securities intended to be disposed of by such Persons and effective, the intended method of distribution thereof) that the Company register under any and in accordance all of the Registrable Securities requested to be so registered by filing with the provisions SEC a Registration Statement covering such Registrable Securities (a "Demand Registration Statement"). Upon the receipt of such a request, the Securities Act Company shall promptly notify all Holders from whom notice has not been received, and such Holders shall then be entitled within 10 days thereafter to request the Company to include in such Demand Registration Statement all or any portion of their Registrable Securities. Promptly following the Registrable Securities designated by expiration of such Anchor Investor. Upon receipt of 10-day period, and provided the Company is then in a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Period, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of cause to be filed a Demand Notice from CapGen) Registration Statement providing for the registration under the Securities Act of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts has been so requested to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable register to the Anchor Investors registering extent necessary to permit the disposition of such Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution thereof specified in such request, and shall use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for a period of time necessary following the date on which such Demand Registration Statement is declared effective for the underwriters or Selling Holders, as applicable, to sell all the Registrable Securities covered by such Demand Registration Statement, but in any event a period of no more than 150 days following the date on which such Demand Registration Statement is declared effective (the "Selling Period") or such shorter period which may be by an underwritten offering), will terminate when all of the total number of Registrable Securities specified covered by such Demand Registration Statement have been sold pursuant thereto (including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Demand Registration Statement or by the Securities Act, any state securities or "blue sky" laws, or any other rules and regulations thereunder). The Company shall not be required to cause to be effective more than two Demand Registration Statements pursuant to this Section 5.02. In no event shall the Company grant any "incidental" or "piggyback" registration rights to any Person other than the Holders in such Demand Notice (connection with the filing of a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request relating to an underwritten sale of the Holders submitting the Demand Noticesecurities to be so registered, be a “shelf” registration pursuant to Rule 415, if availableand other than Spanish Holders.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”i) given Subject to the Companyterms and conditions of this Agreement, to requestincluding Section 2(a)(ii) below, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all after the expiration of the Anchor Investors’ Registrable Securities is or are not existing and effectivelock-up period applicable to the IPO, that each Holder (any such requesting Holder, the “Initiating Holder”) shall have the right to require the Company register to file one or more registration statements under and in accordance with the provisions of the Securities Act covering all or any portion part of the their Registrable Securities designated by such Anchor Investorupon written notice to the Company (a “Demand Notice”). Upon The registration so requested is referred to herein as a “Demand Registration.” The Company shall promptly (but in any event, not later than ten Business Days following the Company’s receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly Notice) give written notice (and in any event within ten (10) Business Days from the date of receipt of such “Demand Eligible Holder Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen”) of the receipt of such Demand Notice and allow such to all Holders (other Anchor Investor than the Initiating Holder) that, to its knowledge, hold Registrable Securities (or each Anchor Investora “Demand Eligible Holder”). The Company shall promptly (but in any event, in not later than 60 days following the case Company’s receipt of a Demand Notice from CapGenNotice) file the appropriate Registration Statement (the “Demand Registration Statement”) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under applicable state securities laws of (A) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier has been so requested to register by the Initiating Holder in the Demand Notice, shall file with (B) all other Registrable Securities of the SECsame class or series as those requested to be registered in the Demand Notice which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within ten Business Days after the giving of the Demand Eligible Holder Notice, and the Company shall thereafter use its best efforts to cause (C) any Registrable Securities to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration offered and sale as shall be selected sold by the Company and as shall be reasonably acceptable Company, in each case subject to Section 2(a)(ii), all to the Anchor Investors registering Registrable Securities and CapGen extent required to permit the disposition (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), disposition) of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “to be so registered. The Company shall effect any requested Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise using a registration statement on Form S-3 whenever the Company and the Company shall take all reasonable steps to facilitate such distributionis a Seasoned Issuer or a WKSI, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand use an Automatic Shelf Registration Statement may, at the request of the Holders submitting the Demand Notice, be if it is a “shelf” registration pursuant to Rule 415, if availableWKSI.

Demand Registration. A. Each of the Anchor Investors (A) The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Investor’s Registrable Securities is or are not existing and effective, that the Company register register, under and in accordance with the provisions of the Securities Act Act, all or any portion of the Registrable Securities designated by such Anchor the Investor. Upon receipt of a Demand Notice pursuant to from the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.143.13(a)(ii), the Company shall promptly (and in any event within ten thirty (1030) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall ) file with the SEC, and the Company shall thereafter use its reasonable best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors Investor registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors Investor registering Registrable Securities intend intends to distribute any Registrable Securities by means of an underwritten offering, they it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c3.13(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor the Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available.

Demand Registration. A. Each If at any time from and after the date of this Agreement, the Company shall be requested in writing by Holder to effect the registration under the Act of shares of the Anchor Investors Company's common stock then owned by Holder (which request shall have specify the rightaggregate number of shares intended to be offered and sold by Holder, shall describe the nature or method of the proposed offer and sale thereof and shall contain an undertaking by written notice Holder to cooperate fully with the Company in order to permit the Company to comply with all applicable requirements of the Act and the rules and regulations thereunder and to obtain acceleration of the effective date of the registration statement contemplated thereby), the Company shall effect the registration of such securities on an appropriate form under the Act, provided that (i) Holder may exercise the “Demand Notice”) given right to request registration pursuant to this Section 2 only with respect to those shares that, at the time such request for registration is delivered to the Company, may not be sold to request, the public pursuant to Rule 144 under the Act or any similar or successor rule; (ii) Holder's rights under this Section 2 shall be exercisable only if the shares as to which Holder requests registration have an aggregate value of at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all least $250,000 based on the average of the Anchor Investors’ Registrable Securities is or are not existing and effective, that closing bid price for the Company's common stock as listed on any exchange on which the Company's common stock then may be traded for the thirty (30) trading-day period immediately preceding the date of such request for registration; (iii) the Company register under shall be entitled to postpone the filing of any registration statement otherwise required to be prepared and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated filed by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor it pursuant to this Section 3.142, if at the time it receives a request for such registration, the Company shall promptly (Company's underwriter determines that such registration and in offering would materially interfere with any event within ten (10) Business Days from existing or then presently contemplated financing, acquisition, corporate reorganization or other material transaction involving the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company promptly gives the Holder written notice of such determination, provided, however, that such postponement shall thereafter use its best efforts not extend beyond the time that such material interference continues to cause exist; and (iv) Holder shall have no right to be declared demand registration with respect to any shares within ninety (90) calendar days after the effective as promptly as practicable, a date of any registration statement on the appropriate form for the registration and sale as shall be selected filed by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableCompany.

Demand Registration. A. Each of (a) To the Anchor Investors extent that no Primary Registration Statement or Shelf Registration Statement registering all Registrable Securities which are held by ICGI Holdings or its members or which are then eligible to be issued upon an Exchange is effective, ICGH LLC shall have the right, by right at any time on or following the fourteen (14) month anniversary of the IPO to deliver a written notice request to the Company (the a “Demand Notice”) given to requiring that it effect the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register registration under and in accordance with the provisions of the Securities Act of all or any portion of the Registrable Securities designated by such Anchor Investorspecified in the Demand Notice provided that the Demand Notice covers the registration of Registrable Securities with estimated aggregate gross proceeds in excess of $[ ] million (a “Demand Registration”) and specifies the intended method of disposition of the Registrable Securities subject of the Demand Notice. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Notice, the Company shall promptly (and use its commercially reasonable efforts to effect, as expeditiously as reasonably practicable, subject to the restrictions in any event within ten (10) Business Days from the date of receipt of such Demand NoticeSection 2.2(d), notify the other Anchor Investor registration under the Securities Act of the Registrable Securities for which ICGH LLC has requested registration under this Section 2.2, (or each Anchor Investor, in the case such larger number of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and ICGH LLC as the Company shall thereafter use determine in its best efforts discretion to cause to be declared effective as promptly as practicableinclude in such Demand Registration), a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable all to the Anchor Investors registering Registrable Securities and CapGen extent necessary to permit the disposition (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), thereof as aforesaid) of the total Registrable Securities so to be registered. For so long as no Primary Registration Statement or Shelf Registration Statement registering all Registrable Securities which are held by ICGI Holdings or its members or which are then eligible to be issued upon an Exchange is effective, ICGH LLC shall be entitled to an unlimited number of Registrable Securities specified by the Holders in such Demand Notice Registrations pursuant to this Section 2.2; provided, that (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and i) the Company shall take all reasonable steps not be obligated to facilitate such distributioneffect more than one demand registration during any six-month period, including and (ii) the actions required pursuant Company shall not be obligated to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any effect a Demand Registration Statement may, at in the request event that a Piggyback Registration (as defined below) had been available to ICGH LLC and consummated within the 90 days preceding the date of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available.

Demand Registration. A. Each of the Anchor Investors shall have the rightThe Company, by upon written notice demand (the a “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions Holder(s) of at least 51% of the Securities Act Warrants and/or the underlying securities (“Majority Holders”), agrees to register (a “Demand Registration”), on one occasion, all or any portion of the shares of Common Stock underlying this Warrant (collectively the “Registrable Securities”). On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities designated by such Anchor Investor. Upon within sixty (60) days after receipt of a Demand Notice pursuant and use its commercially reasonable efforts to have such registration statement or post-effective amendment declared effective promptly thereafter, subject to compliance with review by the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Commission; provided, however, that the Company shall promptly not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 13(b) hereof and either: (i) the Holder was given the opportunity to exercise its rights under Section 13(b) hereof in connection with the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. A Demand Notice may be given at any time during a period of five (5) years beginning six (6) months from the Effective Date. The Company covenants and in agrees to give written notice of its receipt of the Demand Notice by any event Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) Business Days days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of Holders shall not effect more than two (2) Demand Registrations pursuant to this Section 13(a). A registration will not count as a Demand Registration until the date on which the Company receives such earlier Demand Notice, shall file registration statement filed with the SEC, Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under hereunder with respect thereto; provided, however, that if, after such registration statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the registration statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) the Majority Holders thereafter elect to continue the offering. The Company shall thereafter bear all fees and expenses attendant to the first Demand Registration pursuant to Section 13(a), including the reasonable and documented expenses of a single legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities, but the Holders shall pay any and all underwriting commissions or brokerage fees related to the Registrable Securities, if applicable. The Holders shall bear all fees and expenses (including all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them) in connection with the second Demand Registration described in Section 13(a) hereof. The Company agrees to use its best commercially reasonable efforts to cause the filing required herein to be declared become effective as promptly as practicable, a registration statement on and to qualify or register the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement mayStates as are reasonably requested by the Holder(s); provided, at however, that in no event shall the request Company be required to register the Registrable Securities in a State in which such registration would cause: (i) the Company to be obligated to register or license to do business in such State or submit to general service of process in such State, or (ii) the principal stockholders of the Holders submitting Company to be obligated to escrow their shares of capital stock of the Demand Notice, be a “shelf” Company. The Company shall use its commercially reasonable efforts to cause any registration statement filed pursuant to Rule 415the demand right granted under Section 13(a) to remain effective for a period of at least twelve (12) consecutive months from the date that the Holders of the Registrable Securities covered by such registration statement are first given the opportunity to sell all of such securities. The Holders shall only use the prospectuses provided by the Company to sell the shares covered by such registration statements, and will immediately cease to use any prospectus furnished by the Company if availablethe Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.

Demand Registration. A. Each (a) At any time following the expiration of the Anchor Investors Disposition Restriction Period, if the Company is unable to file, cause to be effective or maintain the effectiveness of a Shelf Registration Statement as required under Section 5.1 hereof, the Investors’ Representative shall have the right, by delivering a written notice to the Company (the a “Demand Notice”) given to the Company), to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that require the Company to register under and in accordance with the provisions of the Securities Act all or the number of Registrable Securities Beneficially Owned by any portion Investors and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that the Company shall not be required to effect more than two (2) Demand Registrations for underwritten offerings pursuant to this Section 5.2(a); and, provided, further, that the Investors shall not be entitled to deliver to the Company more than one (1) Demand Registration in any twelve (12) month period and, in any event, a Demand Notice may only be made if the sale of the Registrable Securities designated requested to be registered by such Anchor Investorthe Investors’ Representative is reasonably expected to result in aggregate gross cash proceeds in excess of $100,000,000 (without regard to any underwriting discount or commission); and provided, further that the Investors shall not be entitled to request more than two (2) Company Supported Distributions in the aggregate (including underwritten Demand Registrations). Upon A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Notice, the Company shall use commercially reasonable efforts to file, as promptly (and in any event within ten (10) Business Days from as reasonably practicable, but not later than 30 days after receipt by the date of receipt Company of such Demand Notice), notify a Registration Statement relating to the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) offer and sale of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause requested to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected included therein by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), thereof in accordance with the intended method or methods of distribution (which may be elected by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice Investors (a “Demand Registration Statement”). If ) and shall use commercially reasonable efforts to cause such Registration Statement to be declared effective under the Anchor Investors registering Registrable Securities intend Act as promptly as practicable after the filing thereof, it being agreed that if any Investor intends to distribute any Registrable Securities by means of an underwritten offering, they offering it shall promptly so advise the Company and the Company shall take all reasonable steps cooperate with such Investor to facilitate such distribution, including but not limited to the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 4155.5(a)(viii) and, if availablea Company Supported Distribution is requested, Section 5.5(a)(xiv).

Demand Registration. A. Each (a) To the extent one or more Covered Persons have delivered Elections of Exchange pursuant to the Exchange Agreement in respect of any Quarterly Exchange Date covering Partnership Units having an aggregate market value (based on the most recent closing price of the Anchor Investors Company’s Class A Common Stock on the securities exchange on which such Class A Common Stock is listed at the time of the applicable Demand Notice (as defined below)) of at least $75 million, the Demand Committee shall have the right, by right at any time prior to the applicable Cut-Off Date to provide a written notice request to the Company (the a “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register effect the registration under and in accordance with the provisions of the Securities Act all of, in the Company’s sole and absolute discretion, (x) the offer and sale by such Covered Persons of Registrable Securities that the Company shall deliver to such Covered Persons, at or prior to the settlement of such offering, in exchange for the Partnership Units that are the subject of such Elections of Exchange at the applicable Exchange Rate or (y) the offer and sale by the Company of a number of shares of Class A Common Stock (“Primary Issuance Funding Securities”) equal to the product of the number of Partnership Units that are the subject of such Elections of Exchange multiplied by the Exchange Rate, the net proceeds of which issuance (determined after deduction of any portion underwriting discounts and commissions, but not of any other offering expenses, including Registration Expenses) the Company shall use to acquire from such Covered Persons the Partnership Units that are the subject of such Elections of Exchange (a “Demand Registration”), whereupon the Company shall use its commercially reasonable efforts to effect, as expeditiously as reasonably practicable, subject to paragraphs (c) and (d) of this Section 2.2, such registration under the Securities Act of the Registrable Securities designated by such Anchor Investor. Upon receipt of a or Primary Issuance Funding Securities for which the Demand Notice pursuant Committee has requested registration under this Section 2.2, all to the corresponding provisions of extent necessary to permit the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration offer and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), thereof as aforesaid) of the total number of Registrable Securities specified by or Primary Issuance Funding Securities to be so registered; provided, however, that the Holders in Company will not be obligated to effect any such requested registration within 180 days after the effective date of a previous Demand Notice (a “Demand Registration Statement”)Registration. If the Anchor Investors registering Registrable The public offering price for any Public Offering of Primary Issuance Funding Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise be determined as mutually agreed upon between the Company and the lead managing underwriters of such a Public Offering. Each Demand Notice delivered pursuant to this section 2.2(a) shall include the information set forth under Section 2.5(j) to the extent applicable. The Company shall take all reasonable steps to facilitate such distribution, including inform the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the Committee immediately upon request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availablenumber of Partnership Units in respect of which Covered Persons have delivered Elections of Exchange for any Quarterly Exchange Date.

Demand Registration. A. Each of (a) On or prior to each Filing Date, the Anchor Investors Company shall have prepare and file with the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when Commission a Shelf Registration Statement or Shelf Registration Statements covering the resale of all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of that are not then registered on an effective Registration Statement for an offering to be made on a Demand Notice continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the corresponding Company is not then eligible to register for resale the Registrable Securities on Form S-3, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest of the CapGen Investment Agreement Holders or from to make any disclosure contained therein not misleading) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an Anchor Investor pursuant “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Section 3.14Agreement, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall notify the Holders via e-mail of the effectiveness of a Registration Statement as promptly as practicable, a registration statement on and shall, if requested, provide the appropriate form for Holders with copies of the registration and sale as shall final Prospectus to be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), used in accordance connection with the intended method sale or methods of distribution (which may be by an underwritten offering), other disposition of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availablesecurities covered thereby.

Demand Registration. A. Each The Company shall, upon the written demand of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, Buyer at any time and from time after the acquisition of Registrable Securities, use its reasonable best efforts to time during effect the registration (the "Demand Registration") under the Act of such periods when a Shelf Registration Statement or Shelf Registration Statements covering all number of the Anchor Investors’ Registrable Securities is or are not existing and effectiveheld by the Buyer as shall be indicated in a written demand sent to the Company by the Buyer; provided, however, that the Company register shall not be required to effect a Demand Registration if counsel for the Company reasonably acceptable to the Buyer shall deliver to the Buyer an opinion reasonably acceptable to counsel for the Buyer that, pursuant to Rule 144 under and in accordance with the provisions of the Securities Act all or any portion of otherwise, the Buyer can sell Registrable Securities designated proposed to be included in the Demand Registration without registration under the Act, without limitation as to the number of Registrable Securities that are proposed to be sold by such Anchor Investorthe Buyer. The Company shall pay all expenses in connection with a Demand Registration. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Buyer's written demand, the Company shall promptly expeditiously (and but in any event within ten (1090 days) Business Days from file a registration statement under the date of receipt of such Demand Notice), notify Act for the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be have such registration statement declared effective as promptly soon as practicablepracticable after the filing thereof; provided that (A) the Company shall not be required to cause any special audit to be undertaken in connection with any such registration and (B) the Company shall not be required to file any registration statement during any period of time (not exceeding 90 days) when (I) the Company is contemplating a public offering of its securities and, in the judgment of the managing underwriter thereof (or the Company, if such offering is not underwritten) such filing would have a material adverse effect on the contemplated offering, (II) the Company is in possession of material information that it deems advisable not to disclose in a registration statement on or (III) the appropriate form Company is engaged in any program for the registration and sale as repurchase of voting securities of the Company. The Buyer shall be selected by have the Company and as shall be reasonably acceptable right to select the underwriters for a Demand Registration, subject to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), approval of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offeringCompany, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall which approval will not be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableunreasonably withheld.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to requestIf, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all (i) the Company Securityholders hold Parent Common Shares issued as part of the Anchor Investors’ Registrable Securities Stock Consideration representing at least 5% of Parent’s then-outstanding common stock and (ii) Parent is or are not existing and effectivebecomes eligible to register its common shares for resale by selling stockholders on Form S-3 under the Securities Act, that then the Company Securityholders shall be entitled to make one written request that Parent file a registration statement on Form S-3 to register under and in accordance with any or all outstanding Parent Common Shares issued to Company Securityholders hereunder that are then held by the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor InvestorCompany Securityholders. Upon receipt of such a Demand Notice pursuant written request from the Stockholder Representative that Parent effect such a registration and any related qualification or compliance with respect to all of such shares, Parent will as soon as reasonably practicable effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the corresponding provisions sale and distribution of all or such portion of such Parent Common Shares as are specified in such request; provided, however, that Parent shall not be obligated to effect any such registration, qualification or compliance (A) during the period starting with the date of filing of, and ending on the date 180 days following the effective date of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14registration statement pertaining to, the Company shall promptly a public offering, (and in any event B) if within ten (10) Business Days from the date 15 days of receipt of such Demand Notice)a written request from the Stockholder’s Representative, notify Parent gives notice to the other Anchor Investor Stockholder Representative of Parent’s intention to make a public offering within 60 days, or (C) if Parent shall furnish to the Stockholder Representative a certificate signed by the Chairman of the Board of Directors or each Anchor InvestorChief Executive Officer of Parent stating that in the good faith judgment of the Board of Directors of Parent, it would be detrimental to Parent and its stockholders for such Form S-3 to be filed at such time, in which event Parent shall have the case of a Demand Notice from CapGen) right to defer the filing of the Form S-3 registration statement for a period of not more than 60 days after receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting Stockholder Representative under this Section 5.16. Notwithstanding the Demand Noticeforegoing, Parent shall not be a “shelf” registration required to register any shares of the Stock Consideration that are eligible for resale pursuant to Rule 415, if available144 under the Securities Act without regard to volume limitations or that are the subject of a then effective registration statement.

Demand Registration. A. Each of the Anchor Investors shall have the right(i) Commencing immediately, Holder or Holders may request at any time (by written notice (the “Demand Notice”) given delivered to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, ) that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated held by (or then issuable to) such Anchor InvestorHolder or Holders (the "Requesting Holders") for sale in the manner specified in such notice . Upon In each such case, such notice shall specify the number of Registrable Securities for which registration is requested, the proposed manner of disposition of such securities, and the minimum price per share at which the Requesting Holders would be willing to sell such securities in an underwritten offering. The Company shall, within five (5) Business Days after its receipt of any Requesting Holders' notice under this Section 2(a)(i), give written notice of such request to all other Holders of Registrable Securities and afford them the opportunity of including in the requested registration statement such of their Registrable Securities as they shall specify in a Demand Notice pursuant written notice given to the corresponding provisions Company within twenty (20) days after their receipt of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within Company's notice. Within ten (10) Business Days from after the expiration of such twenty (20) day period, the Company shall notify all Holders requesting registration of (A) the aggregate number of Registrable Securities proposed to be registered by all Holders, (B) the proposed filing date of receipt the registration statement, and (C) such other information concerning the offering as any Holder may have reasonably requested. If the Holders of a majority in aggregate amount of the Registrable Securities to be included in such Demand Notice)offering shall have requested that such offering be underwritten, notify the other Anchor Investor managing underwriter for such offering shall be chosen by the holders of a majority in aggregate amount of the Registrable Securities being registered, with the consent of the Company, which consent shall not be unreasonably withheld, not less than thirty-five (or each Anchor Investor, 35) days prior to the proposed filing date stated in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC's notice, and the Company shall thereafter use its best efforts thereupon promptly notify such Holders as to cause to be declared effective as promptly as practicablethe identity of the managing underwriter, a registration statement on the appropriate form if any, for the registration and sale as shall be selected by offering. On or before the Company and as shall be reasonably acceptable 30th day prior to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities)such anticipated filing date, in accordance with the intended method or methods of distribution (which any Holder may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend give written notice to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps managing underwriter specifying either that (A) Registrable Securities of such Holder are to facilitate be included in the underwriting, on the same terms and conditions as the securities otherwise being sold through the underwriters under such distribution, including the actions required registration or (B) such Registrable Securities are to be registered pursuant to Section 3.14(c). The managing underwriters such registration statement and sold in the open market without any such distribution shall be mutually acceptable underwriting, on terms and conditions comparable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable those normally applicable to each offerings in reasonably similar circumstances, regardless of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities method of disposition originally specified in such underwritten offering. Any Demand Registration Statement may, at the Holder's request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availablefor registration.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”a) given to the Company, to requestIf, at any time and from time to time during such periods when a Shelf Registration Statement after nine months following the Initial Closing Date, Purchaser decides it may sell or Shelf Registration Statements covering all otherwise dispose of the Anchor Investors’ Registrable Securities is or are not existing and effective(as defined below), then Purchaser may deliver a written request to the Company requesting that the Company register prepare and file a registration statement under and in accordance with the provisions of the Securities Act all or any successor statute covering such Registrable Securities and specifying the intended method of the proposed disposition and the portion of the Registrable Securities designated by to be sold or disposed (each such Anchor Investorrequest shall be referred to herein as a “Demand Registration”). “Registrable Securities” shall mean shares of Common Stock issued or issuable to Purchaser under the Warrants, together with any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing, provided however, that Registrable Securities shall not include any shares (i) the sale of which has been and continues to be registered pursuant to the Securities Act or (ii) which may be sold without restriction (including volume restrictions) pursuant to Rule 144 under the Securities Act. 27 (b) Upon receipt of a the Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Registration, as expeditiously as reasonably possible, the Company shall promptly use its commercially reasonably best efforts to cause an appropriate registration statement (the “Registration Statement”) covering such Registrable Securities to be filed with the SEC and to be declared effective as soon as reasonably practicable, except in the event that the Company is advised by counsel that the filing of a Registration Statement would not be permitted under the Securities Act due to the Company’s not having current audited financial statements or other financial statements required by Regulation S-X (in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause obtain such financial statements as soon as possible). Within ten (10) business days after completion of such financial statements, the Company shall file such Registration Statement. Furthermore, if the Company shall furnish to be declared effective as promptly as practicablePurchaser a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, the immediate filing of such Registration Statement would have a material detrimental effect on the Company because either (i) a material acquisition or disposition by the Company is being negotiated or has been publicly announced or (ii) the Company intends, within thirty (30) days, to file a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities)Company’s initial firm commitment underwritten public offering of equity securities, in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps have the right to facilitate defer such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each filing for a period of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at not more than sixty (60) days after receipt of the request of Purchaser requesting such registration; provided, however, that the Holders submitting the Demand Notice, Company may not utilize this right more than once in any twelve (12) month period (c) The Company shall not be a “shelf” registration pursuant obligated to Rule 415, if available.effect more than one (1)

Demand Registration. A. Each At any time after the date hereof, the holders of a majority of the Anchor Investors then outstanding AIP Shares shall have the rightright to require the Company to effect up to two registrations of their Common Stock on Form S-1 under the Securities Act and, by if available, unlimited registrations on Form S-2 or S-3 under the Securities Act (any such registration, a "Demand Registration"). Upon receipt of any request for a Demand Registration, the Company shall give prompt written notice (the “Demand Notice”) given of such request to each Stockholder, and, subject to the Companyprovisions set forth below, shall include in such Demand Registration all Stockholder Shares with respect to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all which the Company has received written requests for inclusion therein within 15 days after the delivery of the Anchor Investors’ Registrable Securities is or are not existing and effective, Company's notice (including shares covered by Vested Options to the extent that the Company register under received appropriate assurances that such Options will be exercised upon effectiveness of such registration). If other securities are included in any Demand Registration that is not an underwritten offering, all Stockholder Shares included in such offering shall be sold prior to the sale of any of such other securities. If other securities are included in any Demand Registration that is an underwritten offering, and the managing underwriter for such offering advises the Company that in its opinion the number of securities to be included exceeds the number of securities which can be sold in such offering without adversely affecting the pricing or marketability thereof, the Company will include in such registration all Stockholder Shares requested to be included therein prior to the inclusion of any securities that are not Stockholder Shares. If the number of Stockholder Shares requested to be included in such registration (including Management Shares) exceeds the number of securities which in the opinion of such underwriter can be sold without adversely affecting the pricing or marketability of such offering, the Company will include in such Demand Registration the maximum number of Stockholder Shares that may be so included, such amount to be allocated ratably among the holders thereof based on the percentage of the outstanding Stockholder Shares held by each such Stockholder (assuming the exercise of all Vested Options held by participating Stockholders); provided, that if such Demand Registration constitutes the Company's initial public offering of its Common Stock, then the Company will include in such Demand Registration all Stockholder Shares ratably in accordance with the provisions allocation formula set forth above subject to the discretion of the Securities Act all or any portion managing underwriter respecting the allocation of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (AIP Shares and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders Management Shares in such Demand Notice (a “Registration. The Company shall have the right to select the investment banker(s) and manager(s) to administer any Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of that is an underwritten offering, they shall promptly so advise subject to the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each approval of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities holders of a majority of the AIP Shares to be included in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableRegistration.

Demand Registration. A. Each (a) If Novo Nordisk desires to effect the registration on Form S-3 under the 1933 Act of any of the Anchor Investors shall have the rightshares of Common Stock owned by it or any of its affiliates ("Registrable Shares"), by it may make one (1) written notice request, subject to adjustment under Section 1.10(b) below (the “"Demand Notice”Request"), that Aradigm effect such registration; provided that such request is made no earlier than (i) given sixty (60) days prior to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all expiration of the Anchor Investors’ Market Stand-Off Period relating to such Shares or (ii) sixty (60) days prior to the expiration of any "lock-up" period required by the underwriters in connection with a public offering by Aradigm. The Demand Request will specify the number of Registrable Securities is or are not existing Shares proposed to be sold and effective, that will also specify the Company register under and in accordance with the provisions intended method of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investordisposition thereof. Upon receipt of such Demand Request, Aradigm shall, at its own expense (which expense shall include all fees and expenses of counsel, public accountants or other advisors or experts retained by Aradigm, all reasonable fees and expenses of counsel for Novo Nordisk (which counsel shall be selected by Novo Nordisk) in an amount which shall not exceed fifty thousand dollars ($50,000), all filing fees, all fees and expenses incurred to comply with blue sky or other securities laws, all printing expenses and all internal expenses of Aradigm, but shall not include underwriting fees, discounts or commissions attributable to the sale of the Registrable Shares, out-of-pocket expenses of Novo Nordisk or any of its affiliates, transfer taxes or the fees and expenses of underwriter's counsel) prepare and file with the SEC a registration statement on Form S-3 (the "Resale Registration Statement") under the 1933 Act to provide for the resale by Novo Nordisk and its affiliates of the number of Registrable Shares specified in the Demand Request. In the event Novo Nordisk delivers to Aradigm a Demand Notice pursuant Request prior to the corresponding provisions end of a Market Stand-Off Period or a "lock-up" period, Aradigm shall use its reasonable efforts to file and cause the Resale Registration Statement to be effective prior to the expiration of such Market Stand-Off Period or "lock-up" period, as the case may be. In all other cases, Aradigm will use its reasonable efforts to cause the Resale Registration Statement to be filed and become effective as soon as reasonably practicable after receipt of the CapGen Investment Agreement or from an Anchor Investor Demand Request. Aradigm shall cause the Resale Registration Statement filed pursuant to this Section 3.141.10 to remain effective for no less than six (6) months (or, the Company shall promptly (and in any event within ten (10) Business Days from if earlier, until the date all of receipt of such Demand Noticethe Registrable Shares covered by the Resale Registration Statement have been sold); provided, notify however, Aradigm may suspend the other Anchor Investor (use of, or each Anchor Investordelay the effective date of, any Resale Registration Statement by giving written notice to Novo Nordisk, if Aradigm shall have determined, in its good faith reasonable judgment, that such suspension or delay in the case of a Demand Notice from CapGen) effective date of the receipt Resale Registration Statement is advisable because the filing or effectiveness of such Demand Notice the Resale Registration Statement would be detrimental to Aradigm and allow such its shareholders; and provided further that Aradigm suspends the use of or delays the effective date of all other Anchor Investor (registration statements of Aradigm that register the securities of Aradigm being or each Anchor Investor, to be resold by the holders thereof. Any suspension or delay in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days effective date of the date on which the Company receives such earlier Demand Notice, Resale Registration Statement by Aradigm pursuant to this Section 1.10 shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen shortest reasonable period of time (if CapGen is registering Registrable Securitiesbut not exceeding one hundred twenty (120) days), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at At any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all following the expiration of the Anchor Investors’ Registrable Securities is or are not existing and effectiveLock-Up Period, the Shareholder may request in writing (“Request”) that the Company register under and the Securities Act all or part of the Registrable Securities that are Beneficially Owned by the Shareholder or its Affiliates (a) on a Registration Statement on Form S-3 or other available form (a “Demand Registration”) or (b) on a Shelf Registration Statement covering any Registrable Securities (or otherwise designating an existing Shelf Registration Statement with the SEC to cover the Registrable Securities) (a “Shelf Registration”), in each case, covering the sale or distribution of the Registrable Securities from time to time by the Shareholder, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, including by way of underwritten offering, block sale or other distribution plan designated by the Shareholder. Upon receipt of any Request, the Company shall as promptly as practicable but in any event not later than the date that is thirty (30) days after receipt by the Company of such Request, in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of this Agreement, file a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file Registration Statement with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering SEC covering all such Registrable Securities), in accordance with the intended method or methods of distribution thereof elected by the Shareholder. In the event that any such Request involves a Hedging Arrangement in which the counterparty to the Shareholder uses the Shelf Registration Statement to effect short sales of Registrable Securities, the consent of the Company shall be required in connection with such Request, such consent not to be unreasonably withheld, delayed or conditioned. The Shareholder shall be entitled to make no more than four (which may be by an 4) Requests in any twelve-month period and eight (8) Requests in the aggregate (it being understood that each underwritten offeringoffering under this Agreement shall count as a Request, even if such offering is conducted pursuant to a Shelf Registration Statement, unless the Shareholder withdraws its request in the circumstances described in the second sentence of Section 5.6), and each such Request shall be to register an amount of Registrable Securities having an aggregate value of at least $50,000,000. The Company shall not be obligated to effect a Demand Registration during the total sixty (60) day period following the effective date of a Registration Statement pursuant to any other Demand Registration. Each Request pursuant to this Section 5.1 shall be in writing and shall specify the number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend requested to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company be registered and the Company intended method of distribution of such Registrable Securities. Nothing in this Article 5 shall take all reasonable steps to facilitate such distributionaffect, including the actions required pursuant to Section 3.14(c). The managing underwriters in supersede or otherwise modify any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities restrictions on Transfer set forth in such underwritten offering. Any Demand Registration Statement may, at the request Article 2 or any other provision of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availablethis Agreement.

Demand Registration. A. Each At any time following the earlier of (i) five (5) years after the date hereof or (ii) 180 days after the date of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to closing of the Company’s initial public offering of Common Stock pursuant to an effective registration statement under the Securities Act, to requeston not more than two (2) occasions, the Holders of at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all least 30% of the Anchor Investors’ Registrable Securities is or are not existing and effective, then held by all holders of Registrable Securities may request that the Company register (pursuant to an underwritten offering, with underwriters reasonably satisfactory to the requesting Holders) under and in accordance with the provisions of the Securities Act all or any a portion of the Registrable Securities designated held by such Anchor Investorrequesting Holders with an anticipated aggregate offering price, before deduction of underwriter discounts and commissions, of at least $2,000,000. Upon receipt of a Demand Notice pursuant such request, the Company will use its reasonable best efforts to effect the corresponding provisions registration under the Securities Act of the CapGen Investment Agreement or from an Anchor Investor such Registrable Securities. With regard to any such registration pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice3(a), notify if the other Anchor Investor (or each Anchor Investor, in the case of underwriter(s) determines that marketing factors require a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement limitation on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified to be offered, then, subject to the following sentence, the number of Registrable Securities to be included in such offering shall be reduced to a number which the managing underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering. If any limitation of the number of shares of Registrable Securities to be registered by such Holders is required pursuant to this Section 3(a), the number of shares to be excluded from such registration shall be determined in the following sequence: (i) first, securities sought to be included by any Persons not having any contractual, incidental “piggyback” rights, (ii) second, securities sought to be included by any Persons (other than the Holders) having contractual, incidental “piggyback” rights pursuant to an agreement which is not this Agreement, (iii) third, Registrable Securities sought to be included by the Holders in (other than Series D Investors) under this Section 3 as determined on a pro rata basis (based upon the respective holdings of Registrable Securities by such Demand Notice Holders), and (iv) fourth, Registrable Securities sought to be included by the Series D Investors under this Section 3 as determined on a “Demand Registration Statement”pro rata basis (based on the respective holdings of Registrable Securities by such Series D Investors). If the Anchor Investors registering requesting Holders are unable, for any reason, to register 75% of the Registrable Securities intend so requested to distribute be registered pursuant to this Section 3(a), such registration shall not be counted as a registration pursuant to this Section 3(a). In any Registrable Securities by means registration pursuant to this Section 3(a) other than the Company’s initial public offering of an underwritten offeringCommon Stock, they shall promptly so advise the Company may include securities for its own account in such registration only if the managing underwriter so agrees and if the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering number of Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities other securities which would otherwise have been included in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, registration and underwriting will not be a “shelf” registration pursuant to Rule 415, if availablelimited.

Demand Registration. A. Each of At any time during the Anchor Investors shall have five year period following the rightClosing Date, by the Investor may make a written notice request (the “Demand Notice”"DEMAND NOTICE") given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register for registration under and in accordance with the provisions of the Securities Act all or any portion (a "DEMAND REGISTRATION") of its Registrable Securities. The Demand Notice will specify the number of shares of Registrable Securities designated by such Anchor Investorproposed to be sold and will also specify the intended method of disposition thereof. Upon Following receipt of a Demand Notice pursuant from the Investor, the Company promptly will file a registration statement on any appropriate form which will cover the Registrable Securities that the Company has been so requested to register by the corresponding provisions Investor. Unless the Investor shall consent in writing, no party (including the Company) other than DDR, USAA Real Estate Company ("Realco"), MS Real Estate Special Situations Inc. ("MRSE"), certain clients of Morgxx Xxxnxxx Xxxet Management Inc. who have purchased Common Shares of the CapGen Investment Agreement Company (such clients together with MRSE, the "Morgxx Xxxities"), LaSalle Advisors Limited Partnership acting as agent for and on behalf of certain clients ("LaSalle"), or from an Anchor Investor ABKB/LaSalle Securities Limited Partnership ("ABKB" and together with LaSalle, the "LaSalle Entities") shall be 4 permitted to offer securities under any such Demand Registration. The Company shall not be required to effect more than three Demand Registrations under this Section 2(b). A registration requested pursuant to this Section 3.142(b) will not be deemed to have been effected (and it shall not count as one of the three Demand Registrations) unless the Registration Statement relating thereto has become effective under the Securities Act; provided, however that if, after such Registration Statement has become effective, the offering of the Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such registration will be deemed not to have been effected (and it shall not count as one of the three Demand Registrations). The Investor may at any time prior to the effective date of the Registration Statement relating to such registration revoke a Demand Notice by providing a written notice to the Company (in which case such Demand Registration shall not count as one of the three Demand Registrations). If the Investor so elects, the offering of Registrable Securities pursuant to such registration shall be in the form of an Underwritten Offering. If the managing underwriter or underwriters of such offering advise the Company and the Investor in writing that in their opinion the number of shares of Registrable Securities and shares of DDR, Realco, the Morgxx Xxxities or the LaSalle Entities, if any, requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, the Company shall promptly (and will include in any event within ten (10) Business Days from such registration the date aggregate number of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (shares of DDR, Realco, the Morgxx Xxxities or the LaSalle Entities, if CapGen is registering any, requested to be included, which in the opinion of such managing underwriter or underwriters can be sold without any such material adverse effect; provided, however, that no Registrable Securities)Securities or shares of DDR, in accordance with Realco, the intended method Morgxx Xxxities or methods of distribution (which the LaSalle Entities, if any, may be excluded before all shares proposed to be sold by an underwritten offering)other parties, including the Company, have been excluded. If any Registrable Securities are excluded, such registration shall not count as one of the three Demand Registrations. If the amount of Registrable Securities proposed to be registered hereunder are required to be excluded pursuant to this paragraph, the number of Registrable Securities of the Investor and the number of shares of DDR, Realco, the Morgxx Xxxities or the LaSalle Entities, if any, to be included in such Registration shall be reduced pro rata (according to the total number of Registrable Securities specified or shares, as the case may be, beneficially owned by each such holder), to the Holders extent necessary to reduce the total amount necessary to be included in the Offering to the amount recommended by such Demand Notice (a “Demand Registration Statement”)managing underwriter or underwriters. If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” No registration pursuant to Rule 415, if availablea request or requests referred to in this subsection 2(b) shall be deemed to be a Shelf Registration.

Demand Registration. A. Each At any time following the six month anniversary of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all closing of the Anchor Investors’ Registrable Securities is or are not existing and effectiveWarrant Conversion Agreement, that the Company register under and in accordance with the provisions holders of the Securities Act all or any portion a majority of the Registrable Securities designated by such Anchor Investormay request registration (a “Demand Registration”) under the Securities Act of the Registrable Securities. Upon the Company’s receipt of a Demand Notice pursuant Registration, the Company shall give all other Stockholders written notice thereof as soon as practicable but in no event less than 10 days prior to the corresponding provisions filing of such registration statement, and shall provide such Stockholders an opportunity to include in such registration all Registrable Securities requested by the CapGen Investment Agreement or from an Anchor Investor Stockholders in writing to be included therein, subject to the limitations set forth in this Section 2.1. The Company shall file a registration statement covering the Registrable Securities requested to be registered pursuant to this Section 3.14, 2.1 for an offering to be made on a continuous basis pursuant to Rule 415 promulgated under the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor Securities Act on Form S-3 (or each Anchor Investor, in on such other form appropriate for such purpose) within 30 days of the case Company’s receipt of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand NoticeRegistration. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause such registration statement to be declared effective as promptly as practicableby the SEC within 120 days following the Company’s receipt of the Demand Registration, subject to any limitations imposed upon such registration by Rule 415 and the SEC’s guidelines and limitations promulgated thereunder. Notwithstanding the foregoing, the Company may postpone for up to six months the filing or the effectiveness (which may include the withdrawal of an effective registration statement) of a registration statement on pursuant to this Section 2.1 if the appropriate form for Company’s board of directors reasonably determines in its good faith judgment that, because of the registration and sale as shall be selected existence of any proposal or plan by the Company and as shall be reasonably acceptable or any of its subsidiaries to engage in any acquisition or financing activity (other than in the ordinary course of business) or the unavailability for reasons beyond the Company’s control of any required financial statements, or any other event or condition of similar significance to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities)Company, in accordance with the intended method or methods of distribution (which may it would be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend materially disadvantageous to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the its stockholders for such a registration statement to be maintained effective, or to be filed and become effective. The Company shall take all reasonable steps to facilitate such distribution, including the actions required may include in a Demand Registration any securities that are not Registrable Securities. Only one registration may be demanded pursuant to Section 3.14(c)this section. The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering A registration will not count as a Demand Registration until it has become effective and includes at least 75% of the Registrable Securities and shall requested by the Stockholders to be mutually acceptable to each of included in the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availablestatement.

Demand Registration. A. Each of the Anchor Investors shall have the right(a) The Shareholder may, by providing written notice (the a “Demand NoticeRegistration Request”) given to the Company, request to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act sell all or any a portion of the Registrable Securities designated Beneficially Owned by the Shareholder and the Affiliate Shareholders, as applicable, pursuant to a Registration Statement in the manner specified in such Anchor Investornotice (a “Demand Registration”). Upon Each Demand Registration Request shall specify the number of Registrable Securities intended to be offered and sold pursuant to the Demand Registration and the intended method of disposition thereof, including whether the registration requested is for an underwritten offering. A Demand Registration shall be effected by way of a Registration Statement on Form S-3 or any similar short-form registration to the extent the Company is permitted to use such form at such time (or to the extent the Company is not permitted to use such form, on Form S-1 or a similar long-form registration). A Demand Registration may be, at the option of the Shareholder, (i) a request to file a Registration Statement (including a Shelf Registration Statement) which will be used to offer the Registrable Securities, or (ii) a request to provide a prospectus supplement for an already effective Registration Statement. If the Company is then ASR Eligible, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be an ASRS containing a Prospectus naming the Shareholder as the selling shareholder and registering the offering and sale of the Registrable Securities by the Shareholder on a delayed or continuous basis pursuant to Rule 415. The Company shall use its commercially reasonable efforts to cause any Registration Statement (or prospectus supplement, as applicable) relating to a Demand Registration (A) to be filed with the SEC as promptly as reasonably practicable following the receipt of the Demand Registration Request, and in no event more than ten (10) days after receipt of a Demand Notice Registration Request and all necessary information regarding the Shareholder that is required to be included in such Registration Statement (or prospectus supplement, as applicable) provided pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.142.10, the Company shall promptly (and in any event within ten (10B) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable, a registration statement on reasonably practicable after the appropriate form for filing thereof and (C) to remain continuously effective during the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableEffectiveness Period.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”i) given Subject to the Companyterms and conditions of this Agreement, to requestincluding Section 2(a)(ii) below, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all after the expiration of the Anchor Investors’ Registrable Securities is or are not existing and effectivelock-up period applicable to Corsair LP in the Company’s IPO, that Corsair LP shall have the right to require the Company register to file one or more registration statements under and in accordance with the provisions of the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor forms under the Securities Act) covering all or any portion part of the Registrable Securities designated held by such Anchor Investorthe EagleTree Entities upon written notice to the Company (a “Demand Notice”). Upon The registration so requested is referred to herein as a “Demand Registration.” The Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10Notice) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) give written notice of the receipt of such Demand Notice to all Holders that, to its knowledge, hold Registrable Securities (each a “Demand Eligible Holder”). The Company shall promptly (but in any event no more than 30 days after the date of the Demand Notice) file the appropriate Registration Statement (the “Demand Registration Statement”) and allow such other Anchor Investor use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under applicable state securities laws of (or each Anchor Investor, in the case of a Demand Notice from CapGenA) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier has been so requested to register by Corsair LP in the Demand Notice, shall file with (B) all other Registrable Securities of the SECsame class or series as those requested to be registered by the Demand Eligible Holders which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within five Business Days after the receipt of such written notice from the Company, and the Company shall thereafter use its best efforts to cause (C) any Registrable Securities to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration offered and sale as shall be selected sold by the Company and as shall be reasonably acceptable Company, in each case subject to Section 2(a)(ii), all to the Anchor Investors registering Registrable Securities and CapGen extent required to permit the disposition (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), disposition) of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “to be so registered. The Company shall effect any requested Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise using a registration statement on Form S-3 whenever the Company and the Company shall take all reasonable steps to facilitate such distributionis a Seasoned Issuer or a WKSI, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand use an Automatic Shelf Registration Statement may, at the request of the Holders submitting the Demand Notice, be if it is a “shelf” registration pursuant to Rule 415, if availableWKSI.

Demand Registration. A. Each On or after First Registration, the Majority Holders (which must include the Initial Holder; provided such Initial Holder remains a registered holder of the Anchor Investors Warrants) shall have the rightright and option to require, by upon written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance file a Registration with the provisions of the Securities Act respect to all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Warrant Shares (“Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand NoticeRegistration”), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter will use its best efforts to cause effect the registration of such Warrant Shares as have been requested to be declared effective registered by such, holders as promptly soon as practicable; provided, however, (a) the Company shall only be required to effect a registration pursuant to this Section 2 if the Company is eligible to effect such registration on Form S-3 (or any successor form) promulgated under the Securities Act, and (b) the Company shall not be required to use such best efforts if the Company shall so request, for a period not to exceed nine (9) months immediately following the date a public offering of the Warrant Shares (pursuant to an effective registration statement under the Securities Act) is commenced; provided, further, if in the opinion of an independent investment banking firm such registration or qualification would, if not deferred, materially and adversely affect a proposed business or financial transaction of substantial importance to the Company’s financial condition (other than an underwritten public offering of its securities), the Company may defer such registration or qualification for a period (specified in such notice) of not more than ninety (90) days in any twelve-month period. If the Company is eligible to effect a Demand Registration on Form S-3 (or any successor form) promulgated under the appropriate form for Securities Act, then the registration Majority Holders (which must include the Initial Holder; provided such Initial Holder remains a registered holder of Warrants) shall have the right and sale as option to require, upon written notice to the Company, that the Company file a Demand Registration with respect to up to all Warrant Shares at any time, but not more than twice in any twelve-month period. If the managing underwriter, who shall be selected by the Person who originally requested such registration to manage the distribution of the Warrant Shares being registered, advises the prospective sellers in writing that the aggregate number of Warrant Shares to be sold in the proposed distribution and other shares of Common Stock, if any, requested to be registered by other holders of registration rights or proposed to be included in such registration by the Company should be less than the number of Warrant Shares and as other shares of Common Stock requested or proposed to be registered, the number of Warrant Shares and other shares of Common Stock to be sold by each prospective seller (including the Company) shall be reasonably acceptable to reduced as follows: first, the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified shares of Common Stock proposed to be registered by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps be reduced to facilitate such distributionzero, including if necessary; second, the actions required pursuant number of shares of Common Stock proposed to Section 3.14(c). The managing underwriters in any such distribution be registered by the holders of shares of Common Stock possessing registration rights granted by the Company after the date hereof other than under or arising from this Warrant shall be mutually acceptable reduced to each Anchor Investor registering Registrable Securities zero, if necessary; and third, the number of Warrant Shares proposed to be included in such registration shall be mutually acceptable reduced pro rata, so that each prospective seller may sell that proportion of Warrant Shares to each be sold in the proposed distribution which the number of Warrant Shares proposed to be sold by such prospective seller bears to the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request aggregate number of the Holders submitting the Demand Notice, Warrant Shares proposed to be a “shelf” registration pursuant to Rule 415, if availablesold by all prospective sellers.

Demand Registration. A. Each The holders of the Anchor Investors shall have Warrants and of any shares of Common Stock issuable upon the rightexercise thereof may, by written notice on up to four separate occasions (the “Demand Notice”) given to the Company, to request, at any time and from time to time during unless such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities request is or are not existing and effective, that the Company register under and withdrawn in accordance with the terms hereof) (the "Demands"), require the Company to effect the registration of the Shares pursuant to the provisions of this Section 8.2(b). Such Demands "shall consist of two demands for which the Company shall pay all the fees and expenses as set forth in Section 8.4 (the "Free Demands") and two demands for which the holders shall pay their proportionate share of the fees and expenses set forth in Section 8.4 (the "Charged Demands"). If the holders of the Warrants and of any shares of Common Stock issuable upon the exercise thereof representing a total of more than 50% of the shares of Common Stock then issued and issuable upon the exercise of the Warrants (which must include First Source if First Source is then a holder) shall give notice to the Company to the effect that such holders intend to (i) transfer all or any part of the Shares or (ii) exercise all or any part of the Warrants and transfer all or any part of the Shares under such circumstances that a public distribution (within the meaning of the Securities Act all or any portion Act) of the Registrable Securities designated by such Anchor Investor. Upon Shares will be involved, then the Company shall (A) within 10 days after receipt of such notice, give written notice of the proposed registration to the other holders of Warrants and shares of Common Stock issuable upon exercise thereof, and (B) within 30 days after receipt of such notice, file a Demand Notice registration statement pursuant to the corresponding provisions of Securities Act to the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, effect that such shares may be sold under the Company shall Securities Act as promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, as is practicable thereafter and the Company shall thereafter will use its best efforts to cause any such registration to become effective and to keep the prospectus included therein current for at least six months after the effective date thereof or until the distribution shall have been completed, whichever first occurs; provided, however, that such holders shall furnish the Company with such appropriate information (relating to the intention of such holders) in connection therewith as the Company may reasonably request in writing; and provided, further, that the Company shall not be required to register fewer than 200,000 (subject to adjustment upon any combination or split of shares or similar event) shares of Common Stock in any registration pursuant to this Section 8.2(b). As long as the Company is not in default on its obligations under Section 5.1.2(a) and (b), the Company's obligation to file a registration statement, at any time when it is impossible or impracticable to include the Company's fiscal year-end financial statements as the most recent certified financial statements required to be declared effective as promptly as practicableincluded therein, a shall be suspended until the Company's next fiscal year-end financial statements are due in accordance with Section 5.1.2(b), unless the request for registration statement on the appropriate form pursuant to this Section 8.2(b) has been withdrawn. The managing underwriter for the registration and sale as offerings made pursuant to this Section 8.2(b) shall be selected by the Company parties requiring registration hereunder (which must include First Source if First Source is then a holder and as shall be reasonably acceptable requesting registration), subject to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities)consent, in accordance with the intended method or methods of distribution (which may be by an underwritten offering)not unreasonably withheld, of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”)Company. If the Anchor Investors registering Registrable Securities intend managing underwriter for any offering made pursuant to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise this Section 8.2(b) advises the Company in writing that, in its opinion, the inclusion of all of the shares of Common Stock requested to be included in such registration by the holders of Warrants and shares of Common Stock issuable upon the exercise thereof would materially adversely affect the distribution of all such securities, then (a) there shall be included in such registration shares of the holders of Warrants or shares of Common Stock issuable upon the exercise thereof pro rata based on the number of shares originally proposed to be registered by each holder of Warrants or shares of Common Stock issuable upon the exercise thereof or (b) any holder of a Warrant or shares of Common Stock issuable upon the exercise thereof may, at its sole option, delay its offering and sale for a period not to exceed 120 days after the effective date of such registration as such managing underwriter shall reasonably request. In the event of such delay, the Company (i) shall use its best efforts to effect any registration or qualification under the Securities Act and the Company securities or blue sky laws of any jurisdiction as may be necessary to permit such prospective seller to make its proposed offering and sale following the end of such period of delay; and (ii) during such period of delay and for at least 90 days thereafter, shall take all reasonable steps not file or cause to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in be effected any other registration of its capital stock or securities convertible into or exchangeable or exercisable for any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement maycapital stock, whether on its own behalf or at the request of any other person or entity, and shall not otherwise sell any of its capital stock or securities convertible into or exchangeable or exercisable for any such capital stock. A registration shall not reduce the Holders submitting number of Demands available to the holders under this Section 8.2(b) until such registration has become effective and the holders of the Warrants or shares of Common Stock issuable upon the exercise thereof participating in the demand registration are able to register and sell at least 80% of the shares of Common Stock originally requested to be included in such registration; provided, however, that if in connection with a proposed Demand Notice, be a “shelf” registration made pursuant to Rule 415Section 8.2(b) the holders of the Warrants or shares of Common Stock issuable upon the exercise thereof participating in the demand registration are able to register and sell more than 50% but less than 80% of the shares of Common Stock originally requested to be included in such registration, if availablethe number of Free Demands shall be reduced by one, and the number of Charged Demands shall be increased by one.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of 45 Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available.

Demand Registration. A. Each of the Anchor Investors shall have the rightSubject to Sections 2.6, by written notice (the “Demand Notice”) given to the Company2.7 and 2.8, to request, if at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of after the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Effective Time, the Company shall promptly (and in any event within ten (10) Business Days receive a written request from the date Institutional Shareholder that the Company file with the Commission a registration statement under the Securities Act covering the registration for offer and sale of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include outstanding Registrable Securities held by such Anchor Investor Institutional Shareholder, then the Company shall promptly notify in writing all other Shareholders of such request. Within 20 days after such notice has been given by the Company, any other Holder may give written notice to the Company of its election to include its Registrable Securities in the proposed registration by submitting its own Demand Noticeregistration. The CompanyAs soon as practicable after the expiration of such 20-day period, within 45 days of the date on which the Company receives such earlier Demand Noticeshall use its reasonable best efforts to cause the registration of all Registrable Securities with respect to which registration has been so requested. If the Institutional Shareholder intends to distribute the Registrable Shares covered by their request by means of an underwriting, it shall file with so advise the SEC, Company as part of their request and the Company shall thereafter use its best efforts include such information in the written notice referred to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as above. The underwriter shall be selected by the Company Institutional Holder and as shall be reasonably acceptable to the Anchor Investors registering Company. In such event, the right of any Holder to include his or her Registrable Securities Shares in such registration shall be conditioned upon such Holder’s participation in such underwriting and CapGen (the inclusion of such Holder’s Registrable Shares in the underwriting to the extent provided herein. All Shareholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriters selected for such underwriting. Notwithstanding the foregoing, if CapGen is registering the underwriter advises the Institutional Holder in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Shareholders of Registrable Securities)Shares which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Shares that may be included in the underwriting shall be allocated among all Shareholders thereof, including the Institutional Holder, in accordance proportion (as nearly as practicable) to the amount of Registrable Shares of the Company owned by each Holder. Notwithstanding the provisions set forth above in this Section 2.1, the Company shall not be obligated to effect any registration pursuant to this Section within 180 days after a Public Offering. In addition, the Company may postpone for up to 90 days the filing or effectiveness of a registration statement pursuant to a request under this Section if the Board of Directors (with the intended method or methods of distribution (which may be by an underwritten offering), concurrence of the total number of Registrable Securities specified managing underwriters, if any) determines in good faith that such registration would be reasonably expected to have a material adverse effect on any proposal or plan by the Holders Company to engage in such Demand Notice any acquisition or sale of assets, merger, consolidation, tender offer, financing or similar transaction (a “Demand Registration StatementBlocking Right”). If The Company may not assert a Blocking Right more than once in any twelve month period. In the Anchor Investors registering Registrable Securities intend event of any postponement described in this subsection the requesting Shareholders shall, upon written notice to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each by a majority of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Noticerequesting Shareholders, be entitled to withdraw such request and, if such request is withdrawn, such request shall not count as a “shelf” request for registration pursuant to Rule 415, if availablethis Section.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at At any time and from time to time during such periods when after the Effective Date, the holders of a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion majority of the Registrable Securities designated by such Anchor Investormay request Registration (a "Demand Registration") of the Registrable Securities under the Securities Act. Upon the Company’s receipt of a Demand Notice pursuant Registration, the Company shall give all other Stockholders written notice thereof as soon as practicable, but in no event less than 10 days prior to the corresponding provisions filing of such registration statement, and shall provide such Stockholders an opportunity to include in such registration statement all Registrable Securities requested by the Stockholders in writing to be included therein, subject to the limitations set forth in this Section 2.1. If any other Stockholder chooses to include in any such registration statement all or any part of the CapGen Investment Agreement or Registrable Securities it holds, such Stockholder shall, within 10 days after the above-described notice from an Anchor Investor the Company, so notify the Company in writing. The Company shall file a registration statement covering the Registrable Securities requested to be Registered pursuant to this Section 3.14, 2.1 for an offering to be made on a continuous basis pursuant to Rule 415 promulgated under the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor Securities Act on Form S-3 (or each Anchor Investor, in on such other form appropriate for such purpose) within 30 days of the case Company's receipt of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand NoticeRegistration. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause such registration statement to be declared effective as promptly as practicableby the Securities and Exchange Commission (“SEC”) within 120 days following the Company's receipt of the Demand Registration, subject to any limitations imposed upon such Registration by Rule 415 and the SEC's guidelines and limitations promulgated thereunder. Notwithstanding the foregoing, the Company may postpone for up to six months the filing or the effectiveness (which may include the withdrawal of an effective registration statement) of a registration statement on pursuant to this Section 2.1 if the appropriate form for Company's board of directors reasonably determines in its good faith judgment based upon the registration and sale as shall be selected written opinion of the Company’s underwriter(s) that, because of the existence of any proposal or plan by the Company and as shall be reasonably acceptable or any of its subsidiaries to engage in any acquisition or financing activity (other than in the ordinary course of business) or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities)Company, in accordance with the intended method or methods of distribution (which may it would be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend materially disadvantageous to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the its stockholders for such a registration statement to be maintained effective, or to be filed and become effective. The Company shall take all reasonable steps to facilitate such distribution, including the actions required may include in a Demand Registration any securities that are not Registrable Securities. Only one Registration may be demanded pursuant to Section 3.14(c)this section. The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering A Registration will not count as a Demand Registration until it has become effective and includes 100% of the Registrable Securities and shall requested by the Stockholders to be mutually acceptable to each of included in the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availablestatement.

Demand Registration. A. Each 2.2.1. At any time after six (6) months following the closing of the Anchor Investors shall have Company’s Qualified Public Offering, the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement Initiating Holders may request in writing that all or Shelf Registration Statements covering all part of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date Initiating Holders shall be registered for trading on any securities exchange or quotation system on which the Company’s shares are otherwise traded. Within twenty (20) days after receipt of any such request, the Company receives shall give written notice of such earlier Demand Noticerequest to the other holders of Registrable Securities and shall take all actions under its power and control to include in such registration all Registrable Securities held by all such holders of Registrable Securities who wish to participate in such demand registration and who provide the Company with written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. Thereupon, the Company shall file have the registration statement become effective of all Registrable Securities as to which it has received requests for registration with an underwriter acceptable to the SECholders of a majority of the participating Registrable Securities of such Preferred Holders. The Company shall not be required to (i) effect more than two (2) registrations under this Section 2.2.1, (ii) effect a registration for the sale of shares with an anticipated sales price of less than five million dollars ($5,000,000) or (iii) effect a registration during the period beginning sixty (60) days before and extending until 180 days after the effective date of the IPO. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.3, and the Company shall thereafter use include such information in the written notice referred to in Section 2.2 or 2.3, as applicable. In such event, the right of any Shareholder to include its best efforts Registrable Securities in such registration shall be conditioned upon such Shareholder’s participation in such underwriting and the inclusion of such Shareholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by the Initiating Holders, such Shareholder and the underwriter) to cause the extent provided herein. All Shareholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters designated pursuant to Section 2.5 below. Notwithstanding any other provision of this Section 2.2.1, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be declared effective as promptly as practicableunderwritten, a registration statement on the appropriate form for the then there shall be excluded from such registration and sale as shall be selected underwriting to the extent necessary to satisfy such limitation, first Registrable Securities held by Shareholders other than the A1 Holders and then to the extent necessary, and then to the extent necessary, shares held by A1 Holders other than Initiating Holders, and then to the extent necessary, Registrable Securities held by the Company and as shall be reasonably acceptable Initiating Holders (in each case, pro rata to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total respective number of Registrable Securities specified held by the Holders in such Demand Notice (a “Demand Registration Statement”Shareholders). If the Anchor Investors registering Any Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate excluded or withdrawn from such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution underwriting shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of withdrawn from the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableregistration.

Demand Registration. A. Each of (i) The Company shall cause to be filed with the Anchor Investors shall have Commission as promptly as practicable, but in no event more than three (3) months following the rightClosing Date, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register pursuant to Rule 415 under and in accordance with the provisions of the Securities Act all (the "Shelf Registration Statement") on Form S-11 (or any portion other appropriate form, such as Form S-3 after having established eligibility therefor) to cover sales of the Registrable Securities designated by such Anchor InvestorSecurities. Upon receipt of a Demand Notice pursuant to In connection with the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Shelf Registration Statement, the Company shall promptly (also register the offer and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) sale of the receipt Warrant Shares issuable upon exercise of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of Warrants as a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Noticeprimary registration. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as promptly soon as practicablepracticable thereafter. The Company shall use its best efforts to keep such Shelf Registration Statement continuously effective until the earlier to occur of three (3) years following the Closing Date or such time as, a in the written opinion of counsel to the Company, such registration statement on the appropriate form is not required for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen unrestricted resale under Rule 144 (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number k) of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”)entitled to registration rights under this Agreement. If Holders of a majority of the Anchor Investors registering Registrable Securities intend to distribute any be registered for resale in the Shelf Registration Statement so elect, an offering of Registrable Securities by means pursuant to the Shelf Registration Statement may be effected in the form of an underwritten offering. Upon the receipt of a notice of election by a majority of the Registrable Securities to effect an underwritten offering, they shall promptly so advise the Company will notify in writing all Holders whose names are not included in such notice and such non-electing Holders may, within five (5) business days of receipt of such notice, elect to be included with, and treated as, an electing Holder. If the managing underwriter or underwriters advises the Company and the Company shall take all reasonable steps Holders of such Registrable Securities that in its opinion the amount of Registrable Securities proposed to facilitate be sold in such distributionoffering exceeds the amount of Registrable Securities which can be sold in such offering, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution there shall be mutually acceptable to each Anchor Investor registering included in such underwritten offering the amount of such Registrable Securities which in the opinion of such underwriter(s) can be sold, and such amount or number of shares of such Registrable Securities shall be mutually acceptable allocated pro rata among the Holders electing to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities participate in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given Subject to the Companyconditions of this Section 2.2, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that if the Company register under and in accordance with shall receive a written request from the provisions Holders of the Securities Act all or any portion a majority of the Registrable Securities designated by such Anchor Investor. Upon receipt then outstanding (the “Initiating Holders”) that the Company file a registration statement covering the registration of a Demand Notice pursuant to the corresponding provisions at least 30% of the CapGen Investment Agreement or from Registrable Securities then outstanding and having an Anchor Investor pursuant to this Section 3.14aggregate offering price, net of underwriting discounts and commissions, of at least $7,500,000, then the Company shall promptly (and in any event shall, within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) 30 days of the receipt thereof, give written notice of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity request to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SECall Holders, and subject to the Company shall thereafter limitations of this Section 2.2, use its best efforts to cause to be declared effective effect, as promptly soon as practicable, a registration statement on the appropriate form for the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and sale the Company shall include such information in the written notice referred to in Section 2.2(a) or Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Company Initiating Holders (and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen Company). Notwithstanding any other provision of this Agreement, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (if CapGen is registering including Registrable Securities), in accordance with then the intended method or methods Company shall so advise all Holders of distribution (Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be by an underwritten offering), included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the total number of Registrable Securities specified held by all such Holders (including the Holders in such Demand Notice (a “Demand Registration Statement”Initiating Holders). If the Anchor Investors registering Any Registrable Securities intend excluded or withdrawn from such underwriting shall be withdrawn from the registration. The Company shall not be required to distribute any Registrable Securities by means effect a registration pursuant to this Section 2.2: prior to 180 days following the effective date of an underwritten offering, they shall promptly so advise the registration statement pertaining to the Initial Offering; after the Company has effected two registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective; during the period starting with the date of filing of, and ending on the date 180 days following the effective date of the registration statement pertaining to a public offering; provided that the Company shall take all makes reasonable steps good faith efforts to facilitate cause such distribution, including the actions required registration statement to become effective; if within 30 days of receipt of a written request from Initiating Holders pursuant to Section 3.14(c2.2(a). The managing underwriters in any such distribution shall be mutually acceptable , the Company gives notice to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each the Holders of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be Company’s intention to make a “shelf” registration pursuant to Rule 415, if available.public offering within 90 days;

Demand Registration. A. Each of (a) Upon the Anchor Investors shall have the right, by written notice request with respect to any Registrable Securities (the a “Demand Registration Notice”) of (i) First Reserve, for itself or on behalf of one or more First Reserve Investors or both, WLR, for itself or on behalf of one or more WLR Investors or both, or a CarVal Majority, for one or more CarVal Entities or on behalf of one or more CarVal Investors or both, given to the CompanyCompany at any time following 180 days after the completion of the IPO (with respect to First Reserve, the First Reserve Investors, WLR and the WLR Investors) or the third anniversary of the Contribution Agreement (with respect to requestthe CarVal Entities and the CarVal Investors), or (ii) Chengdong, for itself or on behalf of one or more Chengdong Investors or both, at any time and from time following the date a Registration has been effected pursuant to time during such periods when a Shelf Registration Statement clause (i) above or Shelf Registration Statements otherwise covering the sale of some or all of the Anchor Investors’ Registrable Securities is held by First Reserve, the First Reserve Investors, WLR, the WLR Investors, the CarVal Entities or are not existing the CarVal Investors, and effectivein each case with a copy of such request given to all Investors, to Register some or all of the Registrable Securities held or beneficially owned at such time by such Investor(s) in a Registration that would reasonably be expected to result in a Qualified Offering, the Company register will, as soon as reasonably practicable following receipt of the Demand Registration Notice, take such steps as are necessary to Register such Registrable Securities under the Applicable Securities Laws on a Qualified Exchange and shall, except as otherwise set forth herein, use its commercially reasonable efforts to cause such Registration to become Effective under the Applicable Securities Laws in accordance with the provisions proposed timing of the resale and distribution of such Registrable Securities Act as advised by the Initiating Investor, acting reasonably, so as to permit such resale and distribution to be effected in accordance with the Applicable Securities Laws in such manner as the Initiating Investor may reasonably designate. The Demand Registration Notice shall specify the number of Registrable Securities to be Registered and the intended manner of disposition of such Registrable Securities. Any Investor may elect to include some or all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in such Registration by notice to the proposed registration by submitting its own Company within 60 days of receipt of the Demand Registration Notice. The CompanySubject to the other provisions of this Agreement, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts not be required to cause effect more than three demand Registrations pursuant to be declared effective as promptly as practicablethis Agreement for or on behalf of First Reserve and the First Reserve Investors, a registration statement three for or on behalf of WLR and the appropriate form WLR Investors, three for or on behalf of Chengdong and the registration Chengdong Investors, and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method three for or methods of distribution (which may be by an underwritten offering), on behalf of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company CarVal Entities and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableCarVal Investors.

Demand Registration. A. Each (a) After the Restricted Period, Cinven on behalf of the Anchor Investors Holders shall have the right, by written on not more than three occasions in the aggregate and no more frequently than once during any consecutive twelve-month period, to require the Company to register for offer and sale under the Securities Act (such offer and sale to occur no earlier than February 1, 2016) all or a portion of the Registrable Securities then outstanding, subject to the restrictions set forth herein. As promptly as practicable after the Company receives a notice from Cinven (the a “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, demanding that the Company register for offer and sale under and in accordance with the provisions of the Securities Act all Registrable Securities consisting as to each Registration of either (A) Registrable Securities having a fair market value of at least [REDACTED – commercially sensitive information] or any portion (B) at least [REDACTED – commercially sensitive information] of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant Securities, then, subject to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.142(b), the Company shall (i) use best efforts to file as promptly (as reasonably practicable with the Commission, and in any event within ten (10) Business Days from the date of no later than 20 calendar days following receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with a Registration Statement relating to the SEC, offer and sale of the Applicable Securities on such form as the Company shall thereafter may reasonably deem appropriate and, thereafter, (ii) if applicable, after the filing of an initial version of a Registration Statement, use its best reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicablereasonably practicable after the date of filing of such Registration Statement. No Demand Notice may be given if it is within six months of the closing of an offering effected under another registration that included any of such Holder’s Registrable Securities. Subject to Section 3(b), a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall use reasonable efforts to keep each Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified usable by the Holders in for resales of Applicable Securities for an Effectiveness Period ending on the earlier of (i) 90 days from the Effective Time of such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at and (ii) such time as all of such securities have been disposed of by the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableHolders.

Demand Registration. A. Each (a) Upon the written request of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when Holders of a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and majority in accordance with the provisions of the Securities Act all or any portion interest of the Registrable Securities designated by requesting that the Company effect the registration under the Securities Act of all or part of such Anchor Investor. Upon receipt Holders’ Registrable Securities and specifying the intended method of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14disposition thereof, the Company shall will promptly (and in any event within ten (10) Business Days from the date of receipt give written notice of such Demand Notice)requested registration to all Holders, notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which thereupon the Company receives such earlier Demand Noticeshall, shall on or prior to the Filing Date, prepare and file with the SECCommission a "resale" Registration Statement providing for the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in which case such registration shall be on another appropriate form in accordance herewith and with the Securities Act and the rules promulgated thereunder). Such Registration Statement shall cover to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall thereafter (i) not permit any securities other than the Registrable Securities and the securities listed on Schedule II hereto to be included in the Registration Statement and (ii) use its best efforts to cause the Registration Statement to be declared effective under the Securities Act on or before the Effectiveness Date, and to keep such Registration Statement continuously effective under the Securities Act until such date as promptly is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which the Registrable Securities may be sold without any restriction pursuant to Rule 144 as practicabledetermined by the counsel to the Company pursuant to a written opinion letter, a registration statement addressed to the Company's transfer agent to such effect (the "Effectiveness Period"). The Company shall request that the effective time of the Registration Statement is 4:00 p.m. Eastern Time on the appropriate form effective date. If at any time and for any reason, an additional Registration Statement is required to be filed because at such time the registration and sale as shall be selected by actual number of shares of Common Stock into which the Company and as shall be reasonably acceptable to Warrants are exercisable plus the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with number of Common Shares exceeds the intended method or methods number of distribution (which may be by an underwritten offering), of the total number shares of Registrable Securities specified by remaining under the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company shall have twenty (20) Business Days to file such additional Registration Statement, and the Company shall take all reasonable steps use its best efforts to facilitate cause such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand additional Registration Statement mayto be declared effective by the Commission as soon as possible, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availablebut in no event later than ninety (90) days after filing.

Demand Registration. A. Each (a) At any time after the earlier of (i) three (3) years from the date hereof and (ii) 180 days after the initial public offering of the Anchor Investors shall have Company’s Common Stock pursuant to an effective registration under the rightSecurities Act, by written notice (the “Demand Notice”) given to the Company, to request, holders of at any time and from time to time during such periods when least a Shelf Registration Statement or Shelf Registration Statements covering all majority of the Anchor Investors’ Registrable Securities is or are not existing and effective, that may notify the Company register under and in accordance with the provisions of the Securities Act that they intend to offer or cause to be offered for public sale all or any portion of the their Registrable Securities designated by in the manner specified in such Anchor Investorrequest. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14such request, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt deliver notice of such Demand Notice), request to all Investors holding Registrable Securities who shall then have thirty (30) days to notify the other Anchor Investor (or each Anchor InvestorCompany in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon such Person’s participation in such underwritten public offering (including entering into an underwriting agreement in customary form with the underwriter selected in accordance with Section 2(c) below and the inclusion of such Person’s Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its best efforts to cause expeditiously effect the registration of all Registrable Securities whose holders request participation in such registration under the Securities Act, but only to the extent provided for in this Agreement; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 (i) more than two times within any twelve (12) month period for the holders of the Registrable Securities as a group, (ii) unless the aggregate anticipated sales price of the Registrable Securities proposed to be declared effective as promptly as practicablesold in any such offering is at least $5,000,000, (iii) if the Company shall furnish to such holders requesting a registration statement on pursuant to this Section 2(a), a certificate signed by the appropriate form for Chairman of the registration and sale as shall be selected by Board stating that, in the good faith judgment of the Board of Directors of the Company and as shall be upon the advice of securities law counsel reasonably acceptable to the Anchor Investors registering Investors, it would be seriously detrimental to the Company and it shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the initiating shareholders; provided, however, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, and (iv) if the initiating shareholders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 3 below. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Securities shall have been entitled to join pursuant to Section 4 and CapGen (in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration under this section 2(a) unless and until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating shareholders; provided, however, that a majority in interest of the participating holders of Registrable Securities may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) but has not yet been declared effective, and a majority in interest of such holders may thereafter request the Company to reinstate such registration statement, if CapGen is registering Registrable Securities)permitted under the Securities Act, or to file another registration statement, in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of procedures set forth herein and without reduction in the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”demand registrations permitted under this Section 2(a). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available.

Demand Registration. A. Each The Purchaser or any transferee of the Anchor Investors shall have Purchaser with respect to the right, by written notice Acquired Common Shares (the “Demand Notice”Party") given is entitled to the Company, to request, at any time and request in writing from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register (a “Demand Notice") registration under and in accordance with the provisions of the Securities Act of all or any portion part of the Registrable Securities designated by such Anchor InvestorAcquired Common Shares. Upon Promptly upon receipt of any Demand Notice, the Company will use its commercially reasonable efforts to file, as soon as possible, but in any event within thirty (30) days and will use its commercially reasonable efforts to effect, as soon as possible, but in any event within sixty (60) days from the date of filing, a Demand Notice pursuant Registration Statement on Form F-10 (a “Registration Statement"), in form and substance acceptable to the corresponding provisions Demand Party, relating to such registration under the Securities Act of the CapGen Investment Agreement or from an Anchor Investor pursuant Acquired Common Shares that the Company has been so requested to register (each a “Demand Registration"). Notwithstanding anything to the contrary set forth in this Section 3.145.4, the Company shall promptly not be obligated to file a Registration Statement with respect to more than two (2) Demand Registrations. All expenses incident to any Demand Registration (whether or not the Registration Statement is filed or declared effective), including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, Financial Industry Regulatory Authority, Inc., stock exchange and qualification fees, fees and disbursements of the Company’s counsel and of independent certified public accountants of the Company (including the expenses of any special audit required by or incident to such performance but excluding any Demand Party’s legal fees unless the Demand Party shall use the same counsel as the Company), expenses of the underwriters, if applicable, that are customarily requested in similar circumstances by such underwriters (excluding discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals relating to the distribution of the Acquired Common Shares) (collectively, “Registration Expenses"), will be borne by the Company. The Company will also pay its internal expenses, the expense of any event within ten (10) Business Days from annual audit and the date fees and expenses of receipt any person retained by the Company. Registration Expenses incurred in connection with Registration Statements requested under this Section 5.4 that are not filed or declared effective by the Commission will be paid by the Company and will not count against such limit; provided, however, if the Registration Statement not being filed or declared effective is the result of the actions of any Demand Party, then such Demand Party shall bear the Registration Expenses of such Demand Notice)Registration in which case such registration shall not be counted as a Demand Registration under this Section 5.4. In addition, notify the other Anchor Investor Purchaser (or each Anchor Investor, in the case of a Demand Notice from CapGenits transferee) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, enter into a registration statement on the appropriate form for rights agreement in connection with such Demand Registration which shall contain, among other things, customary representations and warranties and indemnification and other rights, including rights to customary opinions of counsel and accountant’s “comfort letters,” relating to the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableAcquired Common Shares.

Demand Registration. A. Each (a) If Novo Nordisk desires to effect the registration on Form S-3 under the 1933 Act of any of the Anchor Investors shall have the rightshares of Common Stock owned by it or any of its affiliates ("REGISTRABLE SHARES"), by it may make one (1) written notice request, subject to adjustment under Section 1.10(b) below (the “Demand Notice”"DEMAND REQUEST"), that Aradigm effect such registration; provided that such request is made no earlier than (i) given sixty (60) days prior to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all expiration of the Anchor Investors’ Market Stand-Off Period relating to such Shares or (ii) sixty (60) days prior to the expiration of any "lock-up" period required by the underwriters in connection with a public offering by Aradigm. The Demand Request will specify the number of Registrable Securities is or are not existing Shares proposed to be sold and effective, that will also specify the Company register under and in accordance with the provisions intended method of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investordisposition thereof. Upon receipt of such Demand Request, Aradigm shall, at its own expense (which expense shall include all fees and expenses of counsel, public accountants or other advisors or experts retained by Aradigm, all reasonable fees and expenses of counsel for Novo Nordisk (which counsel shall be selected by Novo Nordisk) in an amount which shall not exceed fifty thousand dollars ($50,000), all filing fees, all fees and expenses incurred to comply with blue sky or other securities laws, all printing expenses and all internal expenses of Aradigm, but shall not include underwriting fees, discounts or commissions attributable to the sale of the Registrable Shares, out-of-pocket expenses of Novo Nordisk or any of its affiliates, transfer taxes or the fees and expenses of underwriter's counsel) prepare and file with the SEC a registration statement on Form S-3 (the "RESALE REGISTRATION STATEMENT") under the 1933 Act to provide for the resale by Novo Nordisk and its affiliates of the number of Registrable Shares specified in the Demand Request. In the event Novo Nordisk delivers to Aradigm a Demand Notice pursuant Request prior to the corresponding provisions end of a Market Stand-Off Period or a "lock-up" period, Aradigm shall use its reasonable efforts to file and cause the Resale Registration Statement to be effective prior to the expiration of such Market Stand-Off Period or "lock-up" period, as the case may be. In all other cases, Aradigm will use its reasonable efforts to cause the Resale Registration Statement to be filed and become effective as soon as reasonably practicable after receipt of the CapGen Investment Agreement or from an Anchor Investor Demand Request. Aradigm shall cause the Resale Registration Statement filed pursuant to this Section 3.141.10 to remain effective for no less than six (6) months (or, the Company shall promptly (and in any event within ten (10) Business Days from if earlier, until the date all of receipt of such Demand Noticethe Registrable Shares covered by the Resale Registration Statement have been sold); provided, notify however, Aradigm may suspend the other Anchor Investor (use of, or each Anchor Investordelay the effective date of, any Resale Registration Statement by giving written notice to Novo Nordisk, if Aradigm shall have determined, in its good faith reasonable judgment, that such suspension or delay in the case of a Demand Notice from CapGen) effective date of the receipt Resale Registration Statement is advisable because the filing or effectiveness of such Demand Notice the Resale Registration Statement would be detrimental to Aradigm and allow such its shareholders; and provided further that Aradigm suspends the use of or delays the effective date of all other Anchor Investor (registration statements of Aradigm that register the securities of Aradigm being or each Anchor Investor, to be resold by the holders thereof. Any suspension or delay in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days effective date of the date on which the Company receives such earlier Demand Notice, Resale Registration Statement by Aradigm pursuant to this Section 1.10 shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen shortest reasonable period of time (if CapGen is registering Registrable Securitiesbut not exceeding one hundred twenty (120) days), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available.

Demand Registration. A. Each (a) At any time after one hundred eighty (180) days after the initial public offering of the Anchor Investors shall have Company’s Common Stock pursuant to an effective registration under the right, by written notice Securities Act (the “Demand NoticeIPO”) given to ), the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all holders of the Anchor Investors’ Registrable Securities is or are not existing and effective, that may notify the Company register under and in accordance with the provisions of the Securities Act that they intend to offer or cause to be offered for public sale all or any portion of the their Registrable Securities designated by in the manner specified in such Anchor Investorrequest. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14such request, the Company shall promptly deliver notice of such request to all Investors holding Registrable Securities who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any event within ten (10) Business Days from Person to participate in such registration shall be conditioned upon such Person’s participation in such underwritten public offering and the date of receipt inclusion of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, Person’s Registrable Securities in the case underwritten public offering to the extent provided herein. If, following such notice to Investors, the holders of a Demand Notice from CapGenat least thirty-three percent (33%) of the receipt of such Demand Notice and allow such other Anchor Investor Registrable Securities (or each Anchor Investora lesser percent if the anticipated aggregate offering price, net of Registration Expenses and Selling Expenses, would exceed $10 million) request to participate in such registration under the case Securities Act within the thirty (30) day period described above, the Company will use its reasonable best efforts to expeditiously effect the registration of a Demand Notice from CapGen) the opportunity to include all Registrable Securities held by whose holders request to participate in such Anchor Investor registration under the Securities Act, but only to the extent provided for in the proposed registration by submitting its own Demand Notice. The Companythis Agreement; provided, within 45 days of the date on which the Company receives such earlier Demand Noticehowever, shall file with the SEC, and that the Company shall thereafter use its best efforts not be required to cause effect registration pursuant to a request under this Section 2 more than two (2) times for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, no request may be declared made under this Section 2 within ninety (90) days after the effective as promptly as practicable, date of a registration statement on the appropriate form for the registration and sale as shall be selected filed by the Company and as shall be reasonably acceptable to covering a firm commitment underwritten public offering in which the Anchor Investors registering holders of Registrable Securities shall have been entitled to join pursuant to Section 4 (or have waived their right to join) and CapGen (in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration under this Section 2(a) unless and until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating shareholders; provided, however, that a majority in interest of the participating holders of Registrable Securities may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) but has not yet been declared effective, and a majority in interest of such holders may thereafter request the Company to reinstate such registration statement, if CapGen is registering Registrable Securities)permitted under the Securities Act, or to file another registration statement, in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of procedures set forth herein and without reduction in the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”demand registrations permitted under this Section 2(a). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available.

Demand Registration. A. Each Subject to the conditions of this Section 2.2, if the Anchor Investors Company shall have the right, by receive a written notice request (the “Demand Registration Notice”) given to from the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all Holders of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion more than 60% of the Registrable Securities designated by such Anchor Investor. Upon receipt then outstanding (the “Initiating Holders”) that the Company file a long-form registration statement under the Securities Act covering the registration of a Demand Notice pursuant to their Registrable Securities, then, so long as the corresponding provisions anticipated gross proceeds of the CapGen Investment Agreement or from an Anchor Investor pursuant offering shall be equal to this Section 3.14at least $20,000,000, the Company shall promptly (and in any event shall, within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) 10 days of the receipt thereof, give written notice of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity request to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SECall Holders, and subject to the Company shall thereafter limitations of this Section 2.2, use its best efforts to cause to be declared effective effect, as promptly soon as practicable, the, registration under the Securities Act of all Registrable Securities that the Initiating Holders request to be registered and of any Holders joining in such request (as is specified in a registration statement on the appropriate form for the registration and sale as shall be selected written request by each such Holder received by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), within 20 days after delivery of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”Notice). If the Anchor Investors registering Registrable Securities Initiating Holders intend to distribute any the Registrable Securities covered by the Registration Notice by means of an underwritten offering, they shall promptly so advise the Company as a part of such Registration Notice or any S-3 Request (as defined below) and the Company shall take all reasonable steps include such information in the written notice referred to facilitate in the preceding paragraph of this Section 2.2 or in the first paragraph of Section 2.4, as applicable. In such distributionevent, including the actions required pursuant right of any Holder to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Initiating Holders holding a majority of the Registrable Securities proposed to be included in such registration (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or 2.4, if the underwriter advises the Company that marketing factors require a limitation on the number of securities to be underwritten, (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten offeringpursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Demand Registration Statement may, at Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the request of the Holders submitting the Demand Notice, registration. The Company shall not be required to effect a “shelf” registration pursuant to Rule 415, if available.this Section 2.2:

Demand Registration. A. Each (a) Following the consummation of a public offering of the Anchor Investors Company's equity securities, if any one of the WSI Stockholders, the Sprout Stockholders, JWC, the JPM Investors, Investor AB, UBS and/or Vulcan (each, a "Demand Stockholder") desires to Transfer a number of Shares (x) equal to or greater than 5% of the outstanding Shares or (y) with an aggregate proposed offering price of $10,000,000 or more, each such Stockholder(s) (the "Demanding Stockholder(s)") shall have the rightright (subject to its obligations under any underwriters' lock-up agreements entered into in connection with any public offering) on an unlimited number of occasions to require the Company to, by upon written notice (describing the “Demand Notice”) given to proposed Transfer, effect as soon as practicable the Companyregistration under the Securities Act, to request, at any time and from time to time during such periods when a Shelf including filing an appropriate Registration Statement or Shelf (including any Prospectus therein, a "Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register Statement") under and in accordance with the provisions of the Securities Act all with the Securities and Exchange Commission (the "Commission" or any portion the "SEC") with respect to such proposed Transfer of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant Company's Shares; provided, however, in no event shall the Company be obligated to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor effect more than one registration pursuant to this Section 3.14, 5.1(a) within any ninety day period. The notice by such Demanding Stockholder(s) for the first such Registration Statement may be delivered to the Company shall promptly (and at any time after such Demanding Stockholders' obligations under any lock-up agreements entered into in any event within ten (10) Business Days from connection with the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) initial public offering of the receipt of such Demand Notice and allow such other Anchor Investor Company's equity securities (or each Anchor Investoran "IPO") shall have expired. If Shares to be included in a Registration Statement pursuant to this Section 5.1 are to be Transferred by Demanding Stockholder(s) in an underwritten public offering, in then the case of Demanding Stockholder(s) holding a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days majority of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause Shares proposed to be declared effective as promptly as practicableTransferred shall in their written demand for registration name the managing underwriter or underwriters, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable subject to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), reasonable approval of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableCompany.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”a) given to the Company, to request, (i) A Holder or Holders may request (at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of time, after the Anchor Investors’ Registrable Securities is or are not existing and effective, Company completes an IPO) by written notice delivered to the Company that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated then held by such Anchor InvestorHolder or Holders and their affiliates for sale in the manner specified in such notice (including, but not limited to, in an underwritten public offering). Upon receipt In each such case, such notice shall specify the number of a Demand Notice pursuant to Registrable Securities for which registration is requested and the corresponding provisions proposed manner of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within disposition of such securities. Within ten (10) Business Days from the date of after receipt of such Demand Notice)notice, notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a notify the Holder(s) requesting registration of (A) the proposed filing date of the registration statement on and (B) such other information concerning the appropriate form offering as any Holder may have reasonably requested. If any Holder(s) shall have requested that such offering be underwritten, the managing underwriter for the registration and sale as such offering shall be selected chosen by such Holders, with the consent of the Company and as (which consent shall not be reasonably acceptable unreasonably withheld or delayed), not less than thirty (30) days prior to the Anchor Investors registering Registrable Securities and CapGen proposed filing date stated in the Company’s notice. On or before the thirtieth (if CapGen is registering Registrable Securities)30th) day prior to such anticipated filing date, in accordance with the intended method or methods of distribution (which any Holder may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend give written notice to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the managing underwriter specifying (A) the number of shares of Registrable Securities of such Holder that are to be included in the underwriting and/or (B) the number of shares of Registrable Securities of such Holder that are to be registered pursuant to such registration statement and sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings in reasonably similar circumstances, regardless of the method of disposition originally specified in the applicable request for registration. Notwithstanding anything to the contrary contained herein, the obligation of the Company to file a shelf registration statement prior to the 181st day following the initial public offering of Common Stock by the Company shall take all reasonable steps be subject to facilitate such distribution, including the actions required pursuant terms of any lockup agreement applicable to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each the Company under the terms of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities underwriting agreement entered into by the Company in connection with such underwritten initial public offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available.

Demand Registration. A. Each (a) Upon the written request of the Anchor Investors shall have the right______________, by written notice as lead Investor (the “Demand Notice___”) given ), delivered to the CompanyCompany on or after the Registration Rights Commencement Date, the Company shall prepare, and on or prior to requestits Filing Date shall file with the Commission, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering the resale of all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of that are not then registered on an effective Registration Statement for an offering to be made on a Demand Notice continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the corresponding Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on Form S-1 or another appropriate registration statement form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by the CapGen Investment Investor) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that the Investor shall not be required to be named as an “underwriter” without the Investor’s express prior written consent. Provided, however, that if the Staff of the Commission shall issue a comment letter requiring the Investor to be named as underwriter and the Investor declines to be so named, the Company’s obligations under this Agreement or from an Anchor Investor pursuant shall be suspended. Subject to the terms of this Section 3.14Agreement, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as practicablepossible after the filing thereof, a registration statement on but in any event no later than the appropriate form applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144 or Section 4(a)(1) under the Securities Act, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the registration and sale Company to be in compliance with the current public information requirement under Rule 144, as shall be selected determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities Transfer Agent and CapGen the affected Holders (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration StatementEffectiveness Period”). If The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities Investor via facsimile or by means e-mail of an underwritten offering, they shall promptly so advise the effectiveness of a Registration Statement on the same Trading Day that the Company and telephonically confirms effectiveness with the Company Commission, which shall take all reasonable steps to facilitate be the date requested for effectiveness of such distribution, including the actions required pursuant to Section 3.14(c)Registration Statement. The managing underwriters in any Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such distribution Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Investor within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availabledeemed an Event under Section 2(d).

Demand Registration. A. Each Investor may make a written demand to the Corporation for registration of all or part of its Registrable Securities, which written demand shall describe the amount and type of securities to be included in such registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”); provided, however, that an Investor may not request a Demand Registration unless the class of securities of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given Corporation subject to the CompanyDemand Registration are registered pursuant to Section 12(b) of the Exchange Act. Upon receipt by the Corporation of such written request for a Demand Registration from an Investor, the Investor shall be entitled to requesthave its Registrable Securities included in a registration at the cost and expense of the Corporation and the Corporation shall effect, at any time and from time as soon thereafter as is commercially reasonable, the registration of all Registrable Securities requested by such Investor pursuant to time during such periods when request for a Shelf Demand Registration, including by filing a Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register on an appropriate form under and in accordance with the provisions of the Securities Act relating thereto as soon as practicable, but not more than forty-five (45) days immediately after the Corporation’s receipt of the request for a Demand Registration. Under no circumstances shall the Corporation be obligated to effect more than an aggregate of two (2) Demand Registrations with respect to any or all or any portion of an Investor’s Registrable Securities, and never more than one (1) Demand Registration in a twelve (12) month period; provided, however, that a registration pursuant to a request for a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such request for a Demand Registration has become effective and all of the Registrable Securities designated requested by such Anchor InvestorInvestor to be registered have been sold. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to Notwithstanding anything else in this Section 3.14, 4.1 regarding fees and expenses the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by responsible for all of its out of pocket expenses including without limitation the Company fees and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities expenses of its legal counsel and CapGen (if CapGen is registering Registrable Securities), other professional advisors in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availablecircumstances.

Demand Registration. A. Each On or after First Registration, the Majority Holders (which must include the Initial Holder; provided such Initial Holder remains a registered holder of the Anchor Investors Warrants) shall have the rightright and option to require, by upon written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance file a Registration with the provisions of the Securities Act respect to all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Warrant Shares (“Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand NoticeRegistration”), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter will use its best efforts to cause effect the registration of such Warrant Shares as have been requested to be declared effective registered by such, holders as promptly soon as practicable; provided, however, (a) the Company shall only be required to effect a registration pursuant to this Section 2 if the Company is eligible to effect such registration on Form S-3 (or any successor form) promulgated under the Securities Act, and (b) the Company shall not be required to use such best efforts if the Company shall so request, for a period not to exceed nine (9) months immediately following the date a public offering of the Warrant Shares (pursuant to an effective registration statement under the Securities Act) is commenced; provided, further, if in the opinion of an independent investment banking firm such registration or qualification would, if not deferred, materially and adversely affect a proposed business or financial transaction of substantial importance to the Company’s financial condition (other than an underwritten public offering of its securities), the Company may defer such registration or qualification for a period (specified in such notice) of not more than ninety (90) days in any twelve-month period. If the Company is eligible to effect a Demand Registration on Form S-3 (or any successor form) promulgated under the appropriate form for Securities Act, then the registration Majority Holders (which must include the Initial Holder; provided such Initial Holder remains a registered holder of Warrants) shall have the right and sale as option to require, upon written notice to the Company, that the Company file a Demand Registration with respect to up to all Warrant Shares at any time, but not more than twice in any twelve-month period. If the managing underwriter, who shall be selected by the Person who originally requested such registration to manage the distribution of the Warrant Shares being registered, advises the prospective sellers in writing that the aggregate number of Warrant Shares to be sold in the proposed distribution and other shares of Common Stock, if any, requested to be registered by other holders of registration rights or proposed to be included in such registration by the Company should be less than the number of Warrant Shares and as other shares of Common Stock requested or proposed to be registered, the number of Warrant Shares and other shares of Common Stock to be sold by each prospective seller (including the Company) shall be reasonably acceptable to reduced as follows: first, the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified shares of Common Stock proposed to be registered by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps be reduced to facilitate such distributionzero, including if necessary; second, the actions required pursuant number of shares of Common Stock proposed to Section 3.14(c). The managing underwriters in any such distribution be registered by the holders of shares of Common Stock possessing registration rights granted by the Company after the Closing Date other than under or arising from this Warrant shall be mutually acceptable reduced to each Anchor Investor registering Registrable Securities zero, if necessary; and third, the number of Warrant Shares proposed to be included in such registration shall be mutually acceptable reduced pro rata, so that each prospective seller may sell that proportion of Warrant Shares to each be sold in the proposed distribution which the number of Warrant Shares proposed to be sold by such prospective seller bears to the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request aggregate number of the Holders submitting the Demand Notice, Warrant Shares proposed to be a “shelf” registration pursuant to Rule 415, if availablesold by all prospective sellers.

Demand Registration. A. Each of the Anchor Investors (a) The Investor's Rights to Demand Registration. At any time that a shelf registration statement is not filed and maintained as set forth in Section 2(a) or there shall have occurred a Registration Suspension Period in excess of 60 days, promptly upon the right, by written notice (request of Investor holding the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Required Interest, the Company shall promptly (will use its best efforts to effect such a registration as soon as practicable and in any event within ten (10) Business Days from to file a registration statement or similar document under the date of receipt of such Demand Notice), notify Securities Act with respect to the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in and the proposed registration sale by submitting its own Investor of Registrable Securities (the "Demand NoticeRegistration"). The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter will use its best efforts to cause all Registrable Securities that such Investor has requested to be declared effective as registered under the Securities Act to be so registered within 120 days of such request and maintain the effectiveness of such Demand Registration until the earlier of (i) the sale of all of the Registrable Securities registered pursuant thereto (it being understood that Investor shall promptly as practicable, a notify the Company of such sale) and (ii) 180 days following the effectiveness of such registration statement statement. The Demand Registration shall be on the an appropriate form for and the registration Demand Registration and any form of prospectus included therein or prospectus supplement relating thereto shall reflect such plan of distribution or method of sale as shall be selected Investor may from time to time notify the Company, including the sale of some or all of the Registrable Securities in a public offering or, if requested by Investor, subject to receipt by the Company and of such information (including information relating to purchasers) as the Company reasonably may require, (i) in a transaction constituting an offering outside the United States which is exempt from the registration requirements of the Securities Act in which the Company undertakes to effect registration of such securities as soon as possible after the completion of such offering in order to permit such securities to be freely tradeable in the United States, (ii) in a transaction constituting a private placement under Section 4(2) of the Securities Act in connection with which the Company undertakes to register such securities after the conclusion of such placement to permit such securities to be freely tradeable by the purchasers thereof, or (iii) in a transaction under Rule 144A of the Securities Act in connection with which the Company undertakes to register such securities after the conclusion of such transaction to permit such securities to be freely tradeable by the purchasers thereof. If Investor holds more than fifty percent (50%) of the Registrable Securities (the "Required Interest"), it may exercise its rights under this Section 3(a) twice during any twelve-month period; provided, that Investor's second such demand registration right shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required conditioned upon Investor having not exercised its second demand registration right pursuant to Section 3.14(c)3(a) of this Agreement during such twelve-month period. The managing underwriters in any such distribution Notwithstanding anything to the contrary provided herein, Investor's rights pursuant to this Section 3 shall be mutually acceptable to each Anchor effective not earlier than two years following the date hereof, and Investor registering Registrable Securities and shall be mutually acceptable limited to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities two demand registrations, in such underwritten offering. Any Demand Registration Statement maytotal, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableunder this Section 3.

Demand Registration. A. Each of If the Anchor Investors Company shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, receive at any time and from time to time during such periods when a Shelf Registration Statement after the later of (i) two years after the date hereof or Shelf Registration Statements covering all (ii) the conversion of at least twenty-five percent (25%) of the Anchor Investors’ initial outstanding balance under the Notes, a written request from Holders of at least twenty-five percent (25%) of the Registrable Securities is or are not existing and effective, then outstanding that the Company register under and in accordance with the provisions of the Securities Act all or any portion at least twenty-five percent (25%) of the Registrable Securities designated by then outstanding (a "Demand Registration") (such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14requesting Holders, the "Initiating Holders"), then the Company shall promptly (and in any event shall, within ten (10) Business Days from the date of calendar days after receipt of such Demand request, give written notice of such request to all Holders (the "Registration Notice)") and use its reasonable best efforts to effect, notify as soon as practicable, the other Anchor Investor (or each Anchor Investor, registration of all Registrable Securities that the Holders request to be registered within 20 calendar days after the mailing of the Registration Notice in accordance with Section 3.2. If the case Initiating Holders intend to distribute the Registrable Securities that are the subject of a Demand Notice from CapGenrequest pursuant to Section 2.1(a) by means of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investoran underwriting, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which they shall so advise the Company receives such earlier Demand Notice, shall file with the SEC, as a part of their request and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on include such information in the appropriate form for the registration and sale as shall Registration Notice. The managing underwriter will be selected by the Company and as shall be reasonably acceptable to a majority-in-interest of the Anchor Investors registering Initiating Holders, provided that such underwriter shall agree to firmly underwrite such offering. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and CapGen the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in subsection 2.3(e)) enter into an underwriting agreement in customary form with the underwriter selected for such underwriting. Notwithstanding any other provision of this Section 2.1, if CapGen is registering the underwriter advises the Initiating Holders that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities)Securities that would otherwise be underwritten pursuant to the underwriting, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in accordance with proportion (as nearly as practicable) to the intended method or methods amount of distribution (which may be Registrable Securities owned by an underwritten offering)each Holder; provided, of however, that the total number of Registrable Securities specified to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. Notwithstanding any other provision of this Section 2.1, if the Company shall furnish to the Initiating Holders within 30 days after receiving a request described in Section 2.1(a) a certificate signed by the Holders President of the Company stating that, in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall take all reasonable steps have the right to facilitate defer taking action with respect to such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each filing for a period of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at not more than 90 calendar days after receipt of the request of the Holders submitting Initiating Holders; provided, however, that the Demand NoticeCompany may not invoke this right more than once in any six month period. The Company shall not be obligated to effect, be a “shelf” or to take any action to effect, any registration pursuant to Rule 415, if availableSection 2.1 after the Company has effected one registration pursuant to this Section 2.1 and such registration has been declared or ordered effective.

Demand Registration. A. Each (a) Any one or more Shareholders may make a written request for registration of Registrable Stock under the Securities Act (a "Demand Registration") held by such Shareholders or Registrable Stock into or for which Shares held by such Shareholders are convertible or exchangeable (without regard to any restrictions on conversion or exchange by any particular holder); PROVIDED that,(i) the Registrable Stock sought to be registered would constitute at least 10% of the Anchor Investors outstanding Common Stock of the Company or (ii) if the Shareholder or Shareholders making such request includes any Senior Manager, the Registrable Stock sought to be registered by all Senior Managers, in the aggregate, would constitute at least 1.0% of the outstanding Common Stock of the Company. The Company shall have not be obligated to effect any Demand Registration within six months of the rightdate any registration statement with respect to Voting Common Stock (other than a registration statement on Form S-4 or S-8 or any successor form thereto), by including, without limitation, any registration statement filed in connection with a Demand Registration, becomes effective. Notwithstanding the foregoing, the Company shall not be obligated to effect any Demand Registration pursuant to clause (ii) above within twelve months of the date any other registration statement filed in connection with a Demand Registration pursuant to clause (ii) above becomes effective. Each request for a Demand Registration will specify the number of shares of Registrable Stock proposed to be sold and will also specify the intended method of disposition thereof. Within 10 days after receipt of such request, the Company will give written notice of such registration request to all other Shareholders holding Registrable Stock or Shares convertible into or exchangeable for Registrable Stock (without regard to any restrictions on conversion or exchange by any particular holder) and include in such registration all Registrable Stock with respect to which the “Demand Notice”) given to Company has received written requests for inclusion therein within 20 Business Days after the receipt by the applicable holder of the Company, 's notice. Each request will also specify the number of shares of Registrable Stock to requestbe registered and the intended method of disposition thereof. The Company shall also be permitted, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant prior to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt expiration of such Demand Notice)20 day period, notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Voting Common Stock or Convertible Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If to the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to extent consistent with Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available5.3.

Demand Registration. A. Each of The Company consummated its initial public offering on May 16, 2011. The Company shall use its reasonable best efforts to qualify and remain qualified to register securities under the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given Securities Act pursuant to the Company, to requesta Registration Statement on Form S-3 or any successor form thereto. If, at any time and from time on or after the date the Company is required to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering file its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 with the SEC, the Founders are not able to sell all of the Anchor Investors’ Common Stock and Warrant Shares owned by them pursuant to Rule 144 (or any successor thereto) promulgated under the Securities Act free of volume and holding period restrictions set forth therein, Bobulinski acting on behalf of the Founders, or if Bobulinski no longer holds any Registrable Securities is or are not existing and effectivethe holders of a majority of the Registrable Securities, may request that the Company register under and in accordance with the provisions of the Securities Act the resale of all or any portion of the Registrable Securities designated by such Anchor Investoron Form S-3 or the then appropriate form for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act (the “Shelf Registration” and the “Demand Registration”). The request for a Shelf Registration shall specify the number of Registrable Securities required to be registered. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14such request, the Company shall promptly (and but in any no event within ten later than five (105) Business Days days following receipt thereof) deliver notice of such request to the other Founders who shall then have five (5) days from the date of receipt of such Demand Notice), notice is given to notify the other Anchor Investor Company in writing of their desire to be included in such registration. The Company shall cause the Shelf Registration on Form S-3 (or each Anchor Investor, in the case of a Demand Notice from CapGenany successor form) of the receipt of such Demand Notice and allow such other Anchor Investor to be filed within thirty (or each Anchor Investor, in the case of a Demand Notice from CapGen30) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of after the date on which the Company receives such earlier Demand Notice, initial request is given and shall file with the SEC, and the Company shall thereafter use its reasonable best efforts to cause the Shelf Registration to be declared effective by the SEC as promptly soon as practicable, practicable thereafter. The Company shall not be required to effect a registration statement on the appropriate form Shelf Registration more than one time for the Founders as a group; provided, that a Shelf Registration shall not count as a Shelf Registration requested under this Section 2(a) unless and until it has become effective and the Founders requesting such registration and sale as shall be selected by are able to register 100% of the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may requested to be by an underwritten offering), of the total number of Registrable Securities specified by the Holders included in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableShelf Registration.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”i) given Subject to the Companyterms and conditions of this Agreement, to request, if at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all following the later of (x) the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions sixth month anniversary of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor this Agreement and (or each Anchor Investor, in the case of a Demand Notice from CapGeny) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company obtains the Company Shareholder Approval, the Company receives such earlier a written request (a “Demand Notice”) from (A) Majority Shareholders then holding a majority of the Majority Registrable Securities or (B) the Minority Shareholder Representative on behalf of Minority Shareholders then holding a majority of the Minority Registrable Securities that the Company register Registrable Securities under the Securities Act representing the lesser of at least ten percent of the issued and outstanding Common Stock or an aggregate number of shares of Common Stock having an aggregate market value of at least $15 million (the “Registration Threshold”), shall file with the SEC, and then the Company shall thereafter use its best commercially reasonable efforts to cause to be declared effective file, as promptly expeditiously as practicablepracticable but no later than the applicable Filing Deadline, a registration statement on the an appropriate form for the form, including a shelf registration and sale as shall be selected by statement, and, if the Company and is a well-known seasoned issuer (as shall be reasonably acceptable to defined in Rule 405 under the Anchor Investors registering Securities Act) (a “WKSI”), an automatic shelf registration statement under the Securities Act covering all Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may so requested to be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice registered (a “Demand Registration”); provided, that the Minority Shareholders shall not be subject to the Registration Threshold if pursuant to a Demand Notice such Minority Shareholders propose to register at least 75% of all remaining Minority Registrable Securities. If a Shelf Registration Statement is effected pursuant to Section 2(a) and such proposed Demand Registration can be effected pursuant to the Shelf Registration Statement”), the Company shall, as expeditiously as practicable after receiving a Demand Notice, file and effect an amendment of, or supplement to, the Shelf Registration Statement. If the Anchor Investors registering Registrable Securities intend proposed Demand Registration pursuant to distribute any Registrable Securities by means of an underwritten offeringa Demand Notice cannot be effected pursuant to the Shelf Registration Statement, they shall promptly so advise the Company and the Company shall take all use its commercially reasonable steps efforts to facilitate cause the registration statement to be declared effective or otherwise to become effective under the Securities Act as soon as reasonably practicable but, in any event, no later than the Effectiveness Deadline, and shall use its commercially reasonable efforts to keep the registration statement continuously effective under the Securities Act until the earlier of (i) the date on which the Electing Shareholders (or, in the case of the Minority Shareholders, the Minority Shareholder Representative) notifies the Company in writing that the Registrable Securities included in such distributionregistration statement have been sold or the offering therefor has been terminated or (ii) 180 Business Days following the date on which such registration statement was declared effective by the SEC; provided that the period specified in clause (ii) of this sentence shall be extended automatically by one Business Day for each Business Day that the use of such registration statement or prospectus is suspended by the Company pursuant to any Scheduled Black-out Period, including the actions required pursuant to Section 3.14(c2(b)(iii) or Section 7(f). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available.

Demand Registration. A. Each (i) At any time on or after the first anniversary of the Anchor Investors execution of this Agreement, any Stockholder shall have the rightright to require the Company to effect the registration of his Registrable Shares on Form S-1 (or any successor form under the Securities Act) (any such registration, by written notice (the a “Demand NoticeRegistration”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor). Upon receipt of any request for a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Registration, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt give prompt written notice of such Demand Notice), notify the other Anchor Investor (or request to each Anchor Investor, in the case of Stockholder entitled to request a Demand Notice from CapGen) of the receipt of Registration, and shall include in such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case Registration all shares of a Demand Notice from CapGen) the opportunity Company Stock with respect to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with has received written requests for inclusion therein within 30 days after the SEC, and delivery of the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected Company’s notice. If securities held by the Company and as shall be reasonably acceptable Persons other than those Stockholders exercising rights pursuant to the Anchor Investors registering Registrable Securities and CapGen first or second sentence of this subsection 2(a) (if CapGen is registering Registrable “Other Securities), ”) are included in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “any Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of that is an underwritten offering, they shall promptly so advise and the managing underwriter for such offering advises the Company and that in its opinion the amount of securities to be included exceeds the amount of securities that can be sold in such offering without adversely affecting the marketability thereof, the Company shall take all reasonable steps will include in such registration Registrable Shares requested to facilitate be included therein prior to the inclusion of any Other Securities. If the number of shares of Company Stock requested to be included in such distributionregistration pursuant to the first or second sentence of this subsection 2(a), including the actions required Registrable Shares, exceeds the amount of securities that in the opinion of such managing underwriter can be sold without adversely affecting the marketability of such offering, the Registrable Shares to be included in such registration shall be reduced pro rata among the Stockholders, based on the percentage of then-outstanding shares of Company Stock held by each such Stockholder that has requested the Registrable Shares to be registered. A registration requested pursuant to Section 3.14(c). The managing underwriters in this subsection 2(a) shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective, (ii) if after a registration statement has become effective, such registration statement is interfered with by any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each stop order, injunction or other order or requirement of the Anchor Investors and CapGen Commission or other governmental agency or court for any reason, (iii) if CapGen the conditions to closing specified in this Agreement or underwriting agreement entered into in connection with such registration are not satisfied or (iv) if it is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, withdrawn at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableStockholders.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”i) given to the Company, to requestIf, at any time and after six months from time the effective date of a registration statement relating to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all the initial public offering of the Anchor Investors’ Company's Common Stock, the Company shall receive a written request from the Eligible Holders who in the aggregate own a majority-in-interest (as defined below) of the Registrable Securities to register the sale of all or part of such Registrable Securities, the Company shall, as promptly as practicable, at the Company's sole cost and expense (other than the fees and disbursements of counsel for the Eligible Holders and the underwriting discounts, if any, payable in respect of the Registrable Securities sold by any Eligible Holder) prepare and file with the Commission a registration statement sufficient to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges, if any, on which the Common Stock is being sold or are not existing on the over-the-counter market, and effectivewill use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable; provided, however, that the Company shall only be obligated to file one such registration statement. The Company shall have the right to register under and sell shares of Common Stock for its own account in accordance with such registration statement; provided, however, that if such registration statement relates to an underwritten offering and the provisions managing underwriter advises the Company that, in its opinion, the number of securities proposed to be included in such offering exceeds the number of securities which can be sold therein without adversely affecting the marketability of the offering, then the Company will promptly so advise each holder of Registrable Securities Act that has requested registration, and such registration will include: first, Registrable Securities requested to be so included by such Eligible Holders, allocates pro rata among such holders based on the number of Registrable Securities with respect to which each such holder has requested registration; and second, any other securities included in such registration is equal to the number thereof that, in the opinion of the managing underwriter, can be sold without adversely affecting the marketability thereof. The Company shall not be obligated to effect any registration of its securities pursuant to this Section 1(b) within six months after the effective date of any previous registration statement filed by the Company with respect to which the Eligible Holders had the "piggyback" registration rights provided for in Section 1(a) of this agreement. Within ten business days after receiving any request contemplated by this Section s 1(b), the Company shall give written notice to all the other Eligible Holders, advising each of them that the Company is proceeding with such registration and offering to include therein all or any portion of the such Eligible Holder's Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Securities, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which provided that the Company receives a written request to do so from such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected Eligible Holder within 20 days after receipt by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method him or methods of distribution (which may be by an underwritten offering), it of the total number Company's notice. As used herein "majority-in-interest" of Registrable Securities specified by means a majority of the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means shares of an underwritten offering, they shall promptly so advise the Company Common Stock and the Company shall take all reasonable steps to facilitate such distribution, including shares of common stock underlying the actions required pursuant to Section 3.14(c). The managing underwriters Warrant included in any such distribution shall be mutually acceptable to each Anchor Investor registering the Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableSecurities.

Demand Registration. A. Each (a) If at any time after ninety (90) days after the date hereof, Micron shall receive from Intel Capital a written request (a “Demand Request”) that Micron register on Form S-3 under the Securities Act (or if such form is not available, any registration statement form then available to Micron) Registrable Securities equal to at least the lesser of two percent (2%) of the Anchor Investors Voting Securities outstanding on the date of such Demand Request and securities having an aggregate market value of $100 million or more on such date, then Micron shall have use commercially reasonable efforts to cause the right, by written notice Registrable Securities specified in such Demand Request (the “Demand NoticeRegistrable Securities”) given to be registered as soon as reasonably practicable so as to permit the Companyoffering and sale thereof and, to requestin connection therewith, at any time shall prepare and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance file with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of SEC as soon as practicable after receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicableRequest, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If ) to effect such registration, and to obtain any desired acceleration of the Anchor Investors registering effective date of such Demand Registration Statement; provided, however, that each such Demand Request shall: (i) specify the number of Demand Registrable Securities intend intended to distribute any be offered and sold by Intel Capital pursuant thereto (which number of Demand Registrable Securities shall not be less than the lesser of two percent (2%) of the Voting Securities outstanding on the date of such Demand Request and securities having an aggregate market value in excess of $100 million on such date); (ii) express the present intention of Intel Capital to offer or cause the offering of such Demand Registrable Securities pursuant to such Demand Registration Statement, (iii) describe the nature or method of distribution of such Demand Registrable Securities pursuant to such Demand Registration Statement (including, in particular, whether Intel Capital plans to effect such distribution by means of an underwritten offeringoffering or other method); and (iv) contain the undertaking of Intel Capital to provide all such information and materials and take all such actions as may be required in order to permit Micron to comply with all applicable requirements of the Securities Act, they shall promptly so advise the Company Exchange Act and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities rules and shall be mutually acceptable to each regulations of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableSEC thereunder.

Demand Registration. A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”a) given to the Company, to request, If at any time and after the six month anniversary date of this Agreement, Micron shall receive from time to time during such periods when TI a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, written request (a "Demand Request") that the Company Micron register on Form S-3 under and in accordance with the provisions of the Securities Act all (or if such form is not available, any portion registration statement form then available to Micron) Registrable Securities equal to at least two percent (2%) of the Voting Securities of Micron outstanding on the date of such Demand Request, then Micron shall use commercially reasonable efforts to cause the Registrable Securities designated by specified in such Anchor Investor. Upon receipt of a Demand Notice pursuant Request (the "Demand Registrable Securities") to be registered as soon as reasonably practicable so as to permit the corresponding provisions of offering and sale thereof and, in connection therewith, shall prepare and file with the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of SEC as soon as practicable after receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicableRequest, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “"Demand Registration Statement”). If ") to effect such registration; provided, however, that each such Demand Request shall: (i) specify the Anchor Investors registering number of Demand Registrable Securities intend intended to distribute any be offered and sold by TI pursuant thereto (which number of Demand Registrable Securities shall not be less than two percent (2%) of the Voting Securities of Micron outstanding on the date of such Demand Request); (ii) express the present intention of TI to offer or cause the offering of such Demand Registrable Securities pursuant to such Demand Registration Statement, (iii) describe the nature or method of distribution of such Demand Registrable Securities pursuant to such Demand Registration Statement (including, in particular, whether TI plans to effect such distribution by means of an underwritten offering); and (iv) contain the undertaking of TI to provide all such information and materials and take all such actions as may be required in order to permit Micron to comply with all applicable requirements of the Securities Act, they shall promptly so advise the Company Exchange Act and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities rules and shall be mutually acceptable to each regulations of the Anchor Investors SEC thereunder, and CapGen if CapGen is also registering Registrable Securities in to obtain any desired acceleration of the effective date of such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableStatement.

Demand Registration. A. Each of Beginning on February 20, 2001, the Anchor Investors shall have the right, by written notice Series A Holders holding at least forty percent (the “Demand Notice”40%) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated then owned by all Series A Holders shall be entitled to have the Company effect one (1) demand registration of Registrable Securities then owned by such Anchor InvestorSeries A Holders requesting such registration. Upon receipt the earlier of (a) three (3) years from the date hereof or (b) six (6) months following the closing of the Company's Initial Public Offering, the Class B Holders holding at least forty percent (40%) of the Registrable Securities then owned by all Class B Holders shall be entitled to have the Company effect two (2) demand registrations of Registrable Securities then owned by such Class B Holders requesting such registration. Any request for a Demand Notice registration pursuant to the corresponding provisions preceding two sentences (a "Registration Request") of the CapGen Investment Agreement or from Registrable Securities must be made in writing, and such Registrable Securities must have an Anchor Investor pursuant to this Section 3.14, the offering value of at least $2,500,000. The Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its reasonable best efforts to cause the Registrable Securities specified in such Registration Request to be declared effective registered as promptly soon as practicablereasonably practicable so as to permit the sale thereof, and in connection therewith shall prepare and file a registration statement on with the appropriate form for SEC under the Securities Act to effect such registration. Such registration statement shall contain such required information pursuant to the rules and regulations promulgated under the Securities Act and such additional information as deemed necessary by the managing underwriter or if there is no managing underwriter, as deemed necessary by mutual agreement between the Holders requesting registration and the Company. Such Registration Request shall (i) specify the number of shares intended to be offered and sold; (ii) express the present intention of the requesting Holders to offer or cause the offering of such shares for distribution; (iii) describe the nature or method of the proposed offer and sale thereof; and (iv) contain the undertaking of the requesting Holders to provide all such information and materials and take all such action as shall may be selected by required in order to permit the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance comply with the intended method or methods of distribution (which may be by an underwritten offering), all applicable requirements of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend SEC and to distribute obtain any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each desired acceleration of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in effective date of such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availablestatement.

Demand Registration. A. Each of the Anchor Investors shall have the right(a) Commencing after March 31, 1998, Holder or Holders may request at any time (by written notice (the “Demand Notice”) given delivered to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, ) that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated held by (or then issuable to) such Anchor InvestorHolder or Holders (the "Requesting Holders") for sale in the manner specified in such notice. Upon In each such case, such notice shall specify the number of Registrable Securities for which registration is requested, the proposed manner of disposition of such securities, and the minimum price per share at which the Requesting Holders would be willing to sell such securities in an underwritten offering. The Company shall, within five (5) Business Days after its receipt of any Requesting Holders' notice under this Section 2(a) give written notice of such request to all other Holders of Registrable Securities and afford them the opportunity of including in the requested registration statement such of their Registrable Securities as they shall specify in a Demand Notice pursuant written notice given to the corresponding provisions Company within twenty (20) days after their receipt of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within Company's notice. Within ten (10) Business Days from after the expiration of such twenty (20) day period, the Company shall notify all Holders requesting registration of (A) the aggregate number of Registrable Securities proposed to be registered by all Holders, (B) the proposed filing date of receipt the registration statement, and (C) such other information concerning the offering as any Holder may have reasonably requested. If the Holders of a majority in aggregate amount of the Registrable Securities to be included in such Demand Notice)offering shall have requested that such offering be underwritten, notify the other Anchor Investor managing underwriter for such offering shall be chosen by the holders of a majority in aggregate amount of the Registrable Securities being registered, with the consent of the Company, which consent shall not be unreasonably withheld, not less than thirty-five (or each Anchor Investor, 35) days prior to the proposed filing date stated in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC's notice, and the Company shall thereafter use its best efforts thereupon promptly notify such Holders as to cause to be declared effective as promptly as practicablethe identity of the managing underwriter, a registration statement on the appropriate form if any, for the registration and sale as shall be selected by offering. On or before the Company and as shall be reasonably acceptable 30th day prior to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities)such anticipated filing date, in accordance with the intended method or methods of distribution (which any Holder may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend give written notice to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps managing underwriter specifying either that (A) Registrable Securities of such Holder are to facilitate be included in the underwriting, on the same terms and conditions as the securities otherwise being sold through the underwriters under such distribution, including the actions required registration or (B) such Registrable Securities are to be registered pursuant to Section 3.14(c). The managing underwriters such registration statement and sold in the open market without any such distribution shall be mutually acceptable underwriting, on terms and conditions comparable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable those normally applicable to each offerings in reasonably similar circumstances, regardless of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities method of disposition originally specified in such underwritten offering. Any Demand Registration Statement may, at the Holder's request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availablefor registration.

Demand Registration. A. Each At any time after the first anniversary of the Anchor Investors shall have closing of the rightpurchase of the Preferred Stock under the Investment Agreement, by the Holders of at least 50.01% of the then-existing Registrable Securities may make a written notice request (the “"Demand Notice”") given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register for registration under and in accordance with the provisions of the Securities Act all or any portion (a "Demand Registration") of the Registrable Securities designated by such Anchor InvestorSecurities. Upon receipt of a The Demand Notice pursuant to will specify the corresponding provisions number of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number shares of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”)proposed to be sold. If the Anchor Investors registering Registrable Securities initiating Holders intend to distribute any the Registrable Securities by means of an underwritten offeringUnderwritten Offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distributionin their request, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each name of the Anchor Investors underwriter. Following receipt of a Demand Notice from the Holders, the Company shall: (i) within 10 days of receiving such notice, give written notice of the proposed registration to all other Holders and CapGen if CapGen is also registering Registrable Securities any Holder desiring to participate in such underwritten offering. Any Demand Registration Statement may, at registration must give notice to the request Company of its election to participate within 20 days of receipt of the Holders submitting notice of proposed registration; and (ii) use its best efforts to file, within 60 days of the date of the Demand Notice, a Registration Statement on any appropriate form (or, if the Company is eligible to use such a form, the requesting Holders may require that the Registration Statement be a “shelf” shelf registration pursuant statement) which will cover the Registrable Securities that the Company has been so requested to Rule 415register by the initiating Holders and any other Holders electing to participate in such registration. If the registration is to be in connection with an Underwritten Offering, the right of any Holder to participate in the registration will be conditioned upon the Holder's participation in the underwriting and the inclusion of the Holder's Registrable Securities in the underwriting. The Company (together with all Holders and other shareholders proposing to distribute their Registrable Securities through the Underwritten Offering) shall enter into an underwriting agreement in customary form. The Company will undertake all actions reasonably necessary to comply with the terms and conditions of the underwriting agreement, and will provide the underwriters and their representatives with full access to all information reasonably requested in connection with any "due diligence" review of the Company and its operations. Notwithstanding any other provision of this Section 2(a), if available.the managing underwriter delivers a written opinion to the Company that the marketing factors described in Section 2(b) hereof require a limitation of the number of shares to be underwritten, then the Registrable Securities to be included in the registration and Underwritten Offering will be allocated among all Holders who have elected to participate therein, proportionately, based upon the number of shares of Registrable Securities requested to be included in the registration by each participating

Demand Registration. A. Each of the Anchor Investors (A) Initiating Holders shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Investor’s Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor InvestorInitiating Holders. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Notice, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify each Holder (other than the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGenInitiating Holders) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) Holder the opportunity to include Registrable Securities held by such Anchor Investor Holders in the proposed registration by submitting its own Demand Noticewritten notice to the Company within ten (10) Business Days of receipt of the Company notice to such other Holder. The Company, within 45 forty-five (45) days of the date on which the Company receives such earlier the Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is Holders registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors Holders registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c3.12(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities the Company and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also Holders registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available.

Demand Registration. A. Each of the Anchor Investors AIP shall have the right, by written notice (the “Demand Notice”) given right to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that require the Company register to effect up to two registrations of their Common Stock on Form S-1 under and in accordance with the provisions of the Securities Act all and, if available, unlimited registrations on Form S-2 or S-3 under the Securities Act (any portion of the Registrable Securities designated by such Anchor Investorregistration, a "DEMAND REGISTRATION"). Upon receipt of any request for a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Registration, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt give prompt written notice of such Demand Notice)request to each Stockholder, notify and, subject to the other Anchor Investor (or each Anchor Investorprovisions set forth below, shall include in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity Registration all Stockholder Shares with respect to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with has received written requests for inclusion therein within 30 days after the SEC, and delivery of the Company's notice (including shares covered by Vested Options to the extent that the Company shall thereafter use its best efforts to cause to receives appropriate assurances that such Options will be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods exercised upon effectiveness of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”registration). If the Anchor Investors registering Registrable Securities intend to distribute other securities are included in any Registrable Securities by means of Demand Registration that is not an underwritten offering, they all Stockholder Shares included in such offering shall promptly so advise be sold prior to the sale of any of such other securities. If other securities are included in any Demand Registration that is an underwritten offering, and the managing underwriter for such offering advises the Company and that in its opinion the number of securities to be included exceeds the number of securities which can be sold in such offering without adversely affecting the pricing or marketability thereof, the Company shall take will include in such registration all reasonable steps Stockholder Shares requested to facilitate be included therein prior to the inclusion of any securities that are not Stockholder Shares. If the number of Stockholder Shares requested to be included in such distributionregistration (including Employee Shares) exceeds the number of securities which in the opinion of such underwriter can be sold without adversely affecting the pricing or marketability of such offering, including the actions required pursuant Company will include in such Demand Registration the maximum number of Stockholder Shares that may be so included, such amount to Section 3.14(cbe allocated ratably among the holders thereof based on the percentage of the outstanding Stockholder Shares held by each such Stockholder (assuming the exercise of all Vested Options held by participating Stockholders). The managing underwriters in Company shall have the right to select the investment banker(s) and manager(s) to administer any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen Demand Registration that is also registering Registrable Securities in such an underwritten offering. Any Demand Registration Statement may, at subject to the request approval of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableAIP.

Demand Registration. A. Each Subject to Sections 2.6, 2.7 and 2.8, if at any time the Company shall receive a written request from the Institutional Investor that the Company file with the Commission a registration statement under the Securities Act covering the registration for offer and sale of outstanding Registrable Shares (as defined in the Existing Rights Agreement) held by such Institutional Investor, then the Company shall promptly notify in writing the Investor of such request. Within 20 days after such notice has been given by the Company, Investor and any Existing Holder may give written notice to the Company of its election to include its Registrable Shares in the registration. As soon as practicable after the expiration of such 20-day period, the Company shall use its reasonable best efforts to cause the registration of all Registrable Shares of Investor with respect to which registration has been so requested. If the Institutional Investor intends to distribute its Registrable Shares covered by their request by means of an underwriting, the right of Investor to include its Registrable Shares in such registration shall be conditioned upon Investor’s participation in such underwriting and the inclusion of Investor’s Registrable Shares in the underwriting to the extent provided herein. Investor shall enter into an underwriting agreement in customary form with the underwriters selected for such underwriting. Notwithstanding the foregoing, if the underwriter advises the Institutional Shareholder in writing that marketing factors require a limitation of the Anchor Investors number of shares to be underwritten, then the Company shall so advise Investor, and the number of shares of Registrable Shares that may be included in the underwriting shall be allocated among Investor and the Existing Holders, including the Institutional Shareholder, in proportion (as nearly as practicable) to the amount of Registrable Shares of the Company owned by each such person. Notwithstanding the provisions set forth above in this Section 2.1, the Company shall not be obligated to effect any registration pursuant to this Section within 180 days after a Public Offering. In addition, the Company may postpone for up to 90 days the filing or effectiveness of a registration statement pursuant to a request under this Section if the Board of Directors (with the concurrence of the managing underwriters, if any) determines in good faith that such registration would be reasonably expected to have a material adverse effect on any proposal or plan by the rightCompany to engage in any acquisition or sale of assets, by merger, consolidation, tender offer, financing or similar transaction (a “Blocking Right”). The Company may not assert a Blocking Right more than once in any twelve month period. In the event of any postponement described in this subsection the Investor shall, upon written notice (the “Demand Notice”) given to the Company, be entitled to requestwithdraw such request and, at any time and from time to time during if such periods when request is withdrawn, such request shall not count as a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor request for registration pursuant to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableSection.

Demand Registration. A. Each of At any time during the Anchor Investors shall have five year period following the rightClosing Date, by the Investor may make a written notice request (the “Demand Notice”"DEMAND NOTICE") given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register for registration under and in accordance with the provisions of the Securities Act all or any portion (a "DEMAND REGISTRATION") of its Registrable Securities. The Demand Notice will specify the number of shares of Registrable Securities designated by such Anchor Investorproposed to be sold and will also specify the intended method of disposition thereof. Upon Following receipt of a Demand Notice pursuant from the Investor, the Company promptly will file a registration statement on any appropriate form which will cover the Registrable Securities that the Company has been so requested to register by the corresponding provisions Investor. Unless the Investor shall consent in writing, no party (including the Company) other than USAA Real Estate Company ("Realco"), MS Real Estate Special Situations Inc. ("MRSE"), certain clients of Morgxx Xxxnxxx Xxxet Management Inc. who have purchased Common Shares of the CapGen Investment Agreement Company (such clients together with MRSE, the "Morgxx Xxxities"), LaSalle Advisors Limited Partnership acting as agent for and on behalf of certain clients ("LaSalle"), or from an Anchor Investor ABKB/LaSalle Securities Limited Partnership ("ABKB" and together with LaSalle, the "LaSalle Entities") shall be permitted to offer securities under any such Demand Registration. The Company shall not be required to effect more than three Demand Registrations under this Section 2(b). A registration requested pursuant to this Section 3.142(b) will not be deemed to have been effected (and it shall not count as one of the three Demand Registrations) unless the Registration Statement relating thereto has become effective under the Securities Act; provided, however that if, after such Registration Statement has become effective, the Company shall promptly offering of the Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such registration will be deemed not to have been effected (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) it shall not count as one of the receipt of such three Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(cRegistrations). The managing underwriters in Investor may at any such distribution shall be mutually acceptable time prior to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each the effective date of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” relating to such registration pursuant to Rule 415, if available.revoke a

Demand Registration. A. Each of At any time during the Anchor Investors shall have five year period following the rightClosing Date, by the Investor may make a written notice request (the “"Demand Notice”") given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register for registration under and in accordance with the provisions of the Securities Act all or any portion (a "Demand Registration") of its Registrable Securities. The Demand Notice will specify the number of shares of Registrable Securities designated by such Anchor Investorproposed to be sold and will also specify the intended method of disposition thereof. Upon Following receipt of a Demand Notice pursuant from the Investor, the Company promptly will file a registration statement on any appropriate form which will cover the Registrable Securities that the Company has been so requested to register by the corresponding provisions Investor. Unless the Investor shall consent in writing, no party (including the Company) other than DDR, Praedium II Industrial Associates LLC ("Praedium"), MS Real Estate Special Situations Inc. ("MRSE"), certain clients of Morgxx Xxxnxxx Xxxet Management Inc. who have purchased Common Shares of the CapGen Investment Agreement Company (such clients together with MRSE, the "Morgxx Xxxities"), LaSalle Advisors Limited Partnership acting as agent for and on behalf of certain clients ("LaSalle"), or from an Anchor Investor ABKB/LaSalle Securities Limited Partnership ("ABKB" and together with LaSalle, the "LaSalle Entities") shall be permitted to offer securities under any such Demand Registration. The Company shall not be required to effect more than three Demand Registrations under this Section 2(b). A registration requested pursuant to this Section 3.142(b) will not be deemed to have been effected (and it shall not count as one of the three Demand Registrations) unless the Registration Statement relating thereto has become effective under the Securities Act; provided, however that if, after such Registration Statement has become effective, the Company shall promptly offering of the Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such registration will be deemed not to have been effected (and in it shall not count as one of the three Demand Registrations). The Investor may at any event within ten (10) Business Days from time prior to the effective date of receipt of the Registration Statement relating to such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of registration revoke a Demand Notice from CapGen) by providing a written notice to the Company (in which case such Demand Registration shall not count as one of the receipt of such three Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”Registrations). If the Anchor Investors registering Investor so elects, the offering of Registrable Securities intend pursuant to distribute any Registrable Securities by means such registration shall be in the form of an underwritten offering, they shall promptly so Underwritten Offering. If the managing underwriter or underwriters of such offering advise the Company and the Investor in writing that in their opinion the number of shares of Registrable Securities and shares of DDR, Praedium, the Morgxx Xxxities or the LaSalle Entities, if any, requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, the Company shall take will include in such registration the aggregate number of Registrable Securities and shares of DDR, Praedium, the Morgxx Xxxities or the LaSalle Entities, if any, requested to be included, which in the opinion of such managing underwriter or underwriters can be sold without any such material adverse effect; provided, however, that no Registrable Securities or shares of DDR, Praedium, the Morgxx Xxxities or the LaSalle Entities, if any, may be excluded before all reasonable steps shares proposed to facilitate such distributionbe sold by other parties, including the actions Company, have been excluded. If any Registrable Securities are excluded, such registration shall not count as one of the three Demand Registrations. If the amount of Registrable Securities proposed to be registered hereunder are required to be excluded pursuant to Section 3.14(c). The managing underwriters this paragraph, the number of Registrable Securities of the Investor and the number of shares of DDR, Praedium, the Morgxx Xxxities or the LaSalle Entities, if any, to be included in any such distribution Registration shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available.reduced

Demand Registration. A. Each At any time during the 60 days immediately following the second anniversary of the Anchor Investors shall have Effective Time, and provided no earlier request has been made by either or both of the rightD-M Xxxreholders pursuant to this Section 7.2(a), by written notice either or both of the D-M Xxxreholders may request the registration (the “Demand Notice”"DEMAND REGISTRATION") given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act of then Registrable Shares constituting at least 25% of the Merger Shares. The request for the Demand Registration shall specify the number of Registrable Shares requested to be registered. Within ten days after receipt of such request, if such request is by fewer than both the D-M -38- 45 Shareholders, Penton will give written notice of such requested registration to the other D-M Xxxreholder and will include in such registration all or any Registrable Shares held by D-M Xxxreholders with respect to which Penton has received written requests for inclusion therein within 15 days after the sending of Penton's notice. If the Demand Registration is an underwritten registration, and if the managing underwriter(s) advise Penton that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders of Registrable Shares participating in the Demand Registration, then, notwithstanding the preceding provisions of this Section 7.2(a), Penton will include in the Demand Registration only each D-M Xxxreholder's pro rata portion of the Registrable Securities designated by such Anchor Investor. Upon receipt of a Demand Notice pursuant Shares to be included therein, on the corresponding provisions basis of the CapGen Investment Agreement or from an Anchor Investor pursuant numbers of Registrable Shares requested to this Section 3.14, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, be included in the case of a Demand Notice from CapGen) of Registration. Penton will pay all Registration Expenses incurred in connection with the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand NoticeRegistration. The Company, within 45 days obligation of Penton to effect the date on which the Company receives such earlier Demand Notice, Registration hereunder shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, satisfied when a registration statement on filed in accordance herewith becomes effective under the appropriate Securities Act. Penton may use the shortest form of registration statement (e.g., Form S-1, X-0 xx S-3) which Penton is then eligible to use. Penton will not include in the Demand Registration any shares of Penton Common which are held by Persons other than D-M Xxxreholders without the prior written consent of the holders of at least a majority of the Registrable Shares held by D-M Shareholders. Penton shall have the right to select the managing underwriter(s) for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable Demand Registration if it is an underwritten registration, subject to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with approval of the intended method or methods of distribution D-M Xxxreholders (which may approval will not be by an underwritten offeringunreasonably withheld or delayed), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Anchor Investors registering Registrable Securities intend to distribute any Registrable Securities by means of an underwritten offering, they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available.

Demand Registration. A. Each (i) At any time after the date hereof, the holders of a majority of the Anchor Investors then outstanding AIP Shares shall have the rightright to require the Company to effect up to three registrations of their Common Stock on Form S-1 under the Securities Act and, by written notice if available, unlimited registrations on Form S-2 or S-3 under the Securities Act (the “any such registration, a " Demand Notice”) given to the Company, to request, at any time and from time to time during Registration"). Each such periods when a Shelf Demand Registration Statement or Shelf Registration Statements covering all shall be for no less than 2,000,000 of the Anchor Investors’ Registrable Securities is or then outstanding AIP shares, provided that if there are not existing and effectiveless than 2,000,000 AIP Shares outstanding, AIP may request that the Company register all such shares, unless such shares can be sold under and in accordance with the provisions of the Securities Act all or any portion of the Registrable Securities designated by such Anchor InvestorRule 144. Upon receipt of any request for a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from an Anchor Investor pursuant to this Section 3.14Registration, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt give prompt written notice of such Demand Notice)request to each Stockholder, notify and, subject to the other Anchor Investor (or each Anchor Investorprovisions set forth below, shall include in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity Registration all Stockholder Shares with respect to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives has received written requests for inclusion therein within 10 days after the delivery of the Company's notice (including shares covered by Vested Options to the extent that the Company received appropriate assurances that such earlier Demand Notice, shall file with Options will be exercised prior to the SEC, and effectiveness of such registration or such later time as the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”agree to). If in connection with such proposed Demand Registration the Anchor Investors registering Registrable Securities intend managing underwriter for such offering advises the Company that the number of Stockholder Shares requested to distribute be included therein exceeds the number of Stockholder Shares that can be sold without adversely affecting the pricing or the marketability of such offering, then the shares of Common Stock to be included in such registration shall be allocated (i) first, to AIP for the AIP Shares requested to be registered, (ii) second, pro rata, to the other holders of Stockholder Shares for the number of such Stockholder Shares requested by each holder other than AIP to be registered and (iii) third, to other holders of Common Stock. The Company shall have the right to select the investment banker(s) and manager(s) to administer any Registrable Securities by means of Demand Registration that is an underwritten offering, they shall promptly so advise subject to the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each approval of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities holders of a majority of the AIP Shares to be included in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableRegistration.

Demand Registration. A. Each 7.1.1 At any time after Newco completes a public offering of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given Common Stock and is eligible to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register under and in accordance with the provisions of the Securities Act all securities on Form S-3 or any portion similar successor form, the Holders of a majority in interest of the Registrable Securities designated by such Anchor Investorshall have the right to make a written request for registration under the Securities Act (a "Demand Registration") of all or part of its or their Registrable Securities. Upon receipt of a Demand Notice pursuant to the corresponding provisions written request (the "Request") of the CapGen Investment Agreement any such Holder or from an Anchor Investor pursuant to this Section 3.14Holders, the Company shall promptly (and in any event within ten (10) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity cause Newco to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to cause Newco to register by such Holder or Holders, provided, however, that the Company need only cause Newco to effect one Demand Registration under the Securities Act of Registrable Securities. Within 10 days after receipt of a Request, the Company will give written notice (the "Notice") of such Request to all other Holders advising such Holders of their right to include Registrable Securities in the registration requested, and sale as shall be selected the Company will cause Newco to include in such registration all Registrable Securities of such class or type covered by written requests for inclusion received by the Company and as shall be reasonably acceptable to during the Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with 15 business days following the intended method or methods of distribution (which may be receipt by an underwritten offering), the applicable Holder of the total Notice. All requests made pursuant to this subsection 7.1.1 will specify the aggregate number of Registrable Securities specified to be registered. 7.1.2 The Holders of a majority in interest of the Registrable Securities shall have the right to select the managing underwriters, if any, for such registration, subject to the approval of Newco, which shall not be unreasonably withheld. If the managing underwriter of any underwritten offering under this Section 7.1 shall inform Newco by letter that, in its opinion, the number or type of Registrable Securities requested to be included in such registration would adversely affect such offering, and Newco has so advised the Holders in writing, then the Company will cause Newco to include in such Demand Notice registration, to the extent of the number and type that Newco is so advised can be sold in (a “Demand Registration Statement”). If or during the Anchor Investors registering time of) such offering, first, such Registrable Securities intend requested to distribute any Registrable Securities be included in such registration by means the Holders, pro rata among such Holders on the basis of an underwritten offeringthe estimated proceeds from the sale thereof, they shall promptly so advise and second, all other securities proposed to be registered. 7.1.3 Notwithstanding the Company and foregoing, the Company shall take all reasonable steps not be obligated to facilitate such distribution, including the actions required cause Newco to effect a registration pursuant to Section 3.14(c). The managing underwriters in 7.1.1 (i) during any such distribution shall be mutually acceptable lock-up period to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of which the Holders submitting the Demand Notice, be a “shelf” registration are subject pursuant to Rule 415, Section 9.6 or (ii) if available.within 30 days following a