Common use of Demand Registrations Clause in Contracts

Demand Registrations. Subject to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrations.

Demand Registrations. Subject to (a) At any time after the provisions 180 day period following the effective date of Section 2.1a Registration Statement (as defined below) filed in connection with the LLC’s initial public offering of its equity securities, this Section 3.1 and Section 3.5, any Demand Holder the holders of at least twenty percent (20%) of Registrable Shares (the “Initiating Requesting Holders”) may from time request, in writing, on up to time make two (2) separate occasions, that the LLC effect a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 (or any similar long-form registration statement of all or any portion successor form) of Registrable Securities Shares (as defined below) owned by one or (ii) if more Investors. If the Issuer Requesting Holders intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the LLC in their request. In the event such registration is then eligible underwritten, the right of other Investors to use Form S-3participate in such registration shall be conditioned on such Investors’ participation in such underwriting. Upon receipt of any such request from the Requesting Holders, a Shelf Registration the LLC shall promptly give written notice of such proposed registration to all or any portion of Registrable Securities under other Investors. Such other Investors shall have the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior right, by giving written notice to the filing of LLC within thirty (30) days after the registration statement or prospectus supplementLLC provides its notice, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject elect to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities have included in such Demand Request registration such of their Registrable Shares as such Investors may request in such notice of election. All Investors proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with an underwriter or underwriters that is mutually agreeable to the LLC and the Investors holding a majority-in-interest of the Registrable Shares that the Members requested for disposition inclusion in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Requestsuch registration. The Issuer shall use LLC shall, at its reasonable best efforts to cause such Registration Statementown expense and as expeditiously as possible, including and in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) any event within ninety (90) days following after the date on which it was declared effectivesuch request is given by the Requesting Holders, file a Form S-1 (or any successor form) for all Registrable Shares that the LLC has been requested to so register. If the underwriter advises the LLC or the holders of Registrable Shares requesting registration hereunder that, in its good faith view, marketing factors require a limitation of the case number of Shares to be underwritten, then the Requesting Holders shall so advise all holders of Registrable Shares that otherwise would be underwritten pursuant hereto, and the number of Registrable Shares that may be included in the underwriting shall be allocated among such holders of Registrable Shares, including the Requesting Holders, in proportion (as nearly as practicable) to the number of Registrable Shares owned by each holder or in such other proportion as shall mutually be agreed to by all such selling holders; provided, however, that the number of Registrable Shares held by the holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. For purposes of this Section 14.01(a), a registration shall not be counted as “effected” if, as a result of an underwritten offering pursuant exercise of the underwriter’s cutback provisions this Section 14.01(a), fewer than fifty percent (50%) of Registrable Shares that the Requesting Holders have requested to a be included in such registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationsactually included.

Demand Registrations. (a) Subject to the provisions of Section 2.12.1(h), this Section 3.1 at any time and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make following the last day of the Holding Period, the Holders’ Representative shall have the right by delivering a written request notice to the Company (a “Demand RequestNotice”) for (i) registration to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion the number of Registrable Securities or (ii) if the Issuer is then eligible Beneficially Owned by Holders and requested by such Demand Notice to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act be so registered (a “Demand Registration”). No ; provided, however, that a Demand Registration will Notice may only be consummated (and no registration statement with respect thereto will be filed) made if the number amount of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value reasonably expected to generate aggregate gross proceeds on sale (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicablededucting underwriting discounts and commissions and offering expenses) of at least $50,000,00035 million. A Demand Requests Notice shall also specify the amount of Registrable Securities to be registered and the intended expected method or methods of dispositiondisposition of the applicable Registrable Securities. The Issuer shallFollowing receipt of a Demand Notice, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, Company shall use its reasonable best efforts to file file, as promptly as reasonably practicable, but not later than, 60 days with respect to any underwritten offering, or 30 days with respect to any other offering, after receipt by the Company of such Demand Notice (subject to paragraph (e) of this Section 2.1) (provided, however, that with respect to a registration statement registering all Demand Notice delivered to the Company following the Company’s failure or decline to exercise its option to purchase the Offered Stock pursuant to Section 1.4(b), such 60 or 30 day period, as applicable, shall commence from the date on which the Offering Notice was delivered to the Company), a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included in such Demand Request for disposition therein by the Holders thereof in accordance with the intended method or methods set forth therein as promptly as possible following receipt of distribution elected by such Holders (a “Demand Request. The Issuer Registration Statement”) and shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, Statement to be declared effective under the Securities Act as soon promptly as practicable after the filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationsthereof.

Demand Registrations. (i) Subject to the provisions terms and conditions of Section 2.1this Agreement, this Section 3.1 and Section 3.5at any time following the Closing Date, any Demand Holder (each Purchaser may request the “Initiating Holders”) may from time Company to time make a written request (a “Demand Request”) for (i) registration register under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of the Registrable Securities or held by such Purchaser for sale in the manner specified in such notice, provided that the aggregate offering price, as such amount is determined on the cover page of the Registration Statement, shall not be less than $250,000,000. Such request shall specify the intended method of disposition thereof by such Purchaser, including whether (iiA) if the Issuer registration requested is for an underwritten offering and (B) the Registration Statement covering such Registrable Securities shall be on Form S-3 (subject to Section 9.1(a)(iii)). If the Company is requested to file a registration on Form S-3 and the Company is then eligible ASR Eligible, the Company shall use commercially reasonable best efforts to use Form S-3cause the Registration Statement to be an ASRS. In the event that any registration pursuant to this Section 9.1(a) shall be, a Shelf Registration in whole or in part, an underwritten public offering of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if Common Stock, the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III included in such an underwriting may be reduced if and to the other Parties’ compliance with their obligations under extent that the provisions managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities therein (an “Underwriter Cutback”). Such Purchaser may revoke a request pursuant to this AgreementSection 9.1(a)(i) prior to the effective date of the corresponding Registration Statement; provided, use its reasonable best efforts that such request shall count as one of such Purchaser’s demand requests referred to file a registration statement registering in Section 9.1(a)(ii) unless such Purchaser reimburses the Company for all Registrable Securities included in such Demand Request for disposition in accordance with out-of-pocket expenses (including Registration Expenses) incurred by the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts Company relating to cause such Registration Statement; provided, further, if such Purchaser revokes a demand pursuant to this Section 9.1(a)(i) within twenty-four (24) hours after notice in writing to such Purchaser of an Underwriter Cutback, (1) such request shall not count as one of its demand requests pursuant to Section 9.1(a)(ii) and (2) such Purchaser will not be obligated to reimburse the Company for any of its out-of-pocket expenses, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand RegistrationsExpenses.

Demand Registrations. Subject to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”a) may from time to time make a written request (a “Demand Request”) for (i) Gotham may, on its own behalf and on behalf of its Controlled Affiliates (the "GOTHAM DEMAND RIGHT"), at any time after the date hereof and on an unlimited number of occasions but not more frequently than once during any nine-month period, and (ii) separately, subject to Section 5.3, any Loan Bank may, on its own behalf (the "BANK DEMAND RIGHT"), at any time following the foreclosure of a pledge collateralized by a Founder's Corporation Interests and consequential Transfer of Common Stock to the Loan Bank, on not more than three (3) separate occasions in the aggregate and not more frequently than once during any nine-month period, require the Corporation to file a registration statement under the Securities Act on Form S-1 or any similar long-form registration statement in respect of all or any a portion of Registrable Securities the Common Stock then held by Gotham and its Controlled Affiliates or the Loan Bank, as the case may be (ii) if the Issuer "REGISTRABLE SHARES"), by delivering to the Corporation written notice stating that such right is then eligible to use Form S-3being exercised, a Shelf Registration of all or any portion of Registrable Securities under specifying the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered included in such registration (the shares subject to such request, the "DEMAND SHARES") and describing the intended method of distribution thereof, which may include an underwritten offering (a "DEMAND REQUEST"). With respect to any Demand Request or methods any registration of disposition. The Issuer shallDemand Shares on account thereof, subject to the provisions of this Article III and to the other Parties’ Corporation may condition its compliance with their its obligations under hereunder on Gotham's and its Controlled Affiliates' or the provisions of this AgreementLoan Bank's, as the case may be, agreeing in writing to keep confidential all matters related hereto. Upon receiving a Demand Request, the Corporation shall (i) use its reasonable best efforts to file as promptly as reasonably practicable a registration statement registering all Registrable Securities included on such form as the Corporation, in its sole discretion, may reasonably deem appropriate (provided that the Corporation shall not be obligated to register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis), providing for the registration of the sale of such Demand Request for disposition in accordance with Shares pursuant to the intended method or methods set forth therein as promptly as possible following receipt of distribution (a Demand Request. The Issuer shall "DEMAND REGISTRATION") and (ii) after the filing of an initial version of the registration statement, use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, registration statement to be declared effective under the Securities Act as soon promptly as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a filing of such registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationsstatement.

Demand Registrations. Subject (i) The Carlyle Stockholders shall have the right on any six (6) occasions, and the Xxxxxx Trusts (and their Permitted Designees) shall have the right on any two (2) occasions, to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) to the Company for (i) registration with the Commission, under and in accordance with the provisions of the Securities Act on Form S-1 or any similar long-form registration statement Act, of all or any portion part of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration Common Stock held of all or any portion of Registrable Securities under the Securities Act record and beneficially by such Stockholder (a “Demand Registration” and the Stockholder exercising such right, the “Demanding Stockholder”). No Demand The Demanding Stockholder may request that the Company register such Common Stock on an appropriate form, including a Shelf Registration will be consummated (and no registration statement with respect thereto will be filed) Statement and, if the number Company is a WKSI, an automatic shelf registration statement. Within thirty (30) days after receipt of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on request for a Demand Registration, the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests Company shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in relating to such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of Registration (a “Demand Request. The Issuer Registration Statement”) and shall use its reasonable best efforts to cause such Demand Registration Statement, including Statement to promptly (but in any event within 180 days of receipt of the case of written request for a Shelf Demand Registration, a subsequent Registration Statement, to ) be declared effective as soon as practicable under the Securities Act; provided that, to the extent the Company will be a WKSI at the time such Demand Registration Statement is filed with the Commission, the Company shall file such Demand Registration Statement within five (5) business days after filing and receipt of a request for a Demand Registration. The Company shall not be obligated to remain effective until file a Demand Registration Statement under this Section 7(a) unless the earlier aggregate purchase price of (a) ninety (90) days following the date on which it was declared effective, securities to be included in the case requested Demand Registration (determined by reference to the offering price on the cover of an underwritten offering pursuant to a the registration statement on Form S-1 and (bproposed to be filed) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationsis greater than $25,000,000.

Demand Registrations. Subject If requested by the underwriters for any Underwritten Offering requested by any Participating Holder pursuant to a Registration under Section 2.01, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the provisions Company, each Participating Holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.12.09. Each Participating Holder shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for which underwriting agreement shall (i) registration under contain such representations and warranties by, and the Securities Act other agreements on Form S-1 or any similar long-form registration statement the part of, the Company to and for the benefit of all or any portion of Registrable Securities or such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all provide that any or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with, the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities covered thereby are disposed and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in accordance connection with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be entitled to request an unlimited number of Demand Registrationspayable by such Participating Holder) from such Underwritten Offering.

Demand Registrations. Subject (a) Each Holder shall have the right, subject to the provisions terms of Section 2.1this Agreement, to require the Company to register for offer and sale under the Securities Act all or a portion of the Registrable Securities then owned by such Holder subject to the requirements and limitations in this Section 3.1 and Section 3.52. In order to exercise such right, any Demand the Holder (the “Initiating HoldersDemanding Holder”) may from time must give written notice to time make a written request the Company (a “Demand RequestNotice”) for (i) registration requesting that the Company register under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion the offer and sale of Registrable Securities or (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, (ii) if representing at least 5% of the Issuer is then eligible to use Form S-3, outstanding Common Stock (on a Shelf Registration fully diluted basis) or (iii) representing all of all or any portion of the Registrable Securities then held by such Holder and its Affiliates. Upon receipt of the Demand Notice, the Company shall (i) promptly notify the other Holders of the receipt of such Demand Notice, (ii) prepare and 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 requested by the Demanding Holder (which may include a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement solely for use in connection with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations delayed underwritten offerings under Rule 415 promulgated under the provisions of this Agreement, Securities Act) and (iii) use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Demand Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, Statement to be declared effective under the Securities Act as soon promptly as practicable after filing and practicable. The Company shall use reasonable efforts to have each Demand Registration Statement remain effective until the earlier of (ai) ninety two years (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 shelf Demand Registration Statement) or 90 days (in the case of any other Demand Registration Statement) from the Effective Time of such Registration Statement and (bii) the date on which such time as all of the Registrable Applicable Securities covered thereby are have been disposed of in accordance with by the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand RegistrationsElecting Holders.

Demand Registrations. Subject (a) At any time after the date hereof, (x) a Majority Interest or (y) VS Investors holding a majority of the Registrable Securities held by all VS Investors may notify the Company that they intend to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time offer or cause to time make a written request (a “Demand Request”) be offered for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of public sale all or any portion of their Registrable Securities or (iirepresenting offering proceeds aggregating not less than $10 million) if in the Issuer is then eligible manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to use Form S-3, a Shelf Registration of all or any portion of Persons holding Registrable Securities under who shall then have thirty (30) days to notify the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number Company in writing of Registrable Securities requested their desire to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request registration. If the request for disposition registration contemplates an underwritten public offering, the Company shall state such in accordance with the intended method or methods set forth therein as promptly as possible following receipt written notice and in such event the right of a Demand Requestany Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Issuer Company shall expeditiously prepare and file, and use its reasonable best efforts to cause to become effective, the registration statement for all Registrable Securities whose holders request participation in such Registration Statement, including in registration under the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing Securities Act and to remain effective until qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering Company shall not be required to effect registration pursuant to a registration statement on Form S-1 and request under this Section 2 more than two (b2) times pursuant to (x) above or one (1) time pursuant to (y) above for the date on which all holders of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated thereinas a group. Subject Notwithstanding anything to the conditions set forth in contrary contained herein, if the Company receives a request for registration under this Section 3.12, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Demand Holders Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be entitled made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to request an unlimited number of Demand Registrations.this Section

Demand Registrations. Subject to (a) At any time (x) on or after December 31, 2015 one or more Holders Beneficially Owning Registrable Securities (A) representing at least fifteen percent (15%) of the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar longthen-form registration statement of all or any portion outstanding shares of Registrable Securities or (iiB) if that are reasonably expected to result in aggregate gross cash proceeds in excess of $50 million (without regard to any underwriting discount or commission), or (y) on or after the Issuer is then eligible one hundred and eightieth (180th) day following the occurrence of an Initial Public Offering, such Holders (the “Demanding Holders”) shall have the right, by delivering written notice to use Form S-3the Company (a “Demand Notice”), a Shelf Registration to require the Company to, pursuant to the terms of all or any portion this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities under the Securities Act Beneficially Owned by such Holders and requested by such Demand Notice to be so registered (a “Demand Registration”). No ; provided; however, that it shall be a condition to making a Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested that is to be registered is fewer than such number of shares of Class A Common Stock an underwritten offering under clause (y) above that have a value (based on the closing aggregate offering price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and by the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included Demanding Holders in such underwritten Demand Request for disposition in accordance with Registration is at least $25,000,000. A Demand Notice shall also specify the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the expected method or methods of disposition stated thereinof the applicable Registrable Securities, including whether such Demand Registration is to be an underwritten offering. Subject Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the conditions set forth in this Section 3.1, Company within fifteen (15) calendar days after such notice is given by the Demand Holders shall be entitled to request an unlimited number of Demand RegistrationsCompany.

Demand Registrations. Subject Upon written notice to the provisions of Section 2.1, this Section 3.1 Company delivered by the Lead Investor at any time from and Section 3.5, any Demand Holder (after the “Initiating Holders”) may Closing Date and from time to time make a written request (each such notice, a “Demand RequestNotice” and the date(s) the Lead Investor delivers a Demand Notice to the Company, each a “Demand Date”) ), the Lead Investor may require the Company to register up to the Demand Required Registration Amount of Demand Registrable Securities not previously registered on a Demand Registration Statement hereunder for resale pursuant to a Demand Registration Statement. The Company shall then (i) registration under within two (2) Business Days after the Securities Act applicable Demand Date, give written notice thereof to all Investors other than the Lead Investor and (ii) prepare, and, as soon as practicable but in no event later than the applicable Demand Filing Deadline, file with the SEC a Demand Registration Statement on Form S-1 F-3 (or the applicable form) covering the resale of all of the Demand Registrable Securities set forth in the Demand Notice. Upon receipt of a notice by the Company pursuant to clause (i) of the immediately preceding sentence, any similar long-form registration statement Investor may notify the Company in writing within five (5) Business Days of receipt of such notice from the Company that it wishes to have all or any portion of its Demand Registrable Securities or (ii) if included in the Issuer is then eligible to use Form S-3applicable Demand Registration Statement, a Shelf Registration of all or any portion of and the Company shall treat each such Investor’s Demand Registrable Securities under the Securities Act (a “as if such Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered were included in the applicable Demand Notice. In the event that Form F-3 is fewer than unavailable for such number of shares of Class A Common Stock that have a value (based registration, the Company shall use such other form as is available for such a registration on the closing price on the trading day immediately prior another appropriate form reasonably acceptable to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shallRequired Holders, subject to the provisions of this Article III and to Section 2(e). Each Demand Registration Statement prepared pursuant hereto shall register for resale at least the other Parties’ compliance with their obligations under the provisions number of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods ADSs set forth therein in the applicable Demand Notice, which shall not exceed, in the aggregate, the Demand Required Registration Amount. Each Demand Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Plan of Distribution” and “Selling Stockholders” sections in substantially the form attached hereto as promptly as possible following receipt of a Demand Request. Exhibit B. The Issuer Company shall use its reasonable best efforts to cause such have the applicable Demand Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be Statement declared effective by the SEC as soon as practicable after filing and to remain effective until practicable, but in no event later than the earlier of (a) ninety (90) days applicable Demand Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the date on which it was declared effectiveapplicable Demand Effective Date, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) Company shall file with the date on which all of the Registrable Securities covered thereby are disposed of SEC in accordance with Rule 424 under the method or methods 1933 Act the final prospectus to be used in connection with sales pursuant to such Demand Registration Statement. The Lead Investor shall have the right to five (5) Demand Registration Statements hereunder; provided, however, the Lead Investor may withdraw a Demand Notice and such Demand Notice shall not count as a Demand Registration Statement hereunder if the Lead Investor bears all expenses incurred by the Company regarding such withdrawn Demand Notice; provided, further, that the Lead Investor may withdraw a Demand Notice without bearing such expenses and without forfeiting such Demand Registration Statement if the Lead Investor (i) has learned of disposition stated therein. Subject a PublicCo Material Adverse Effect (as defined in the Securities Purchase Agreement) that was not known to the conditions set forth in this Section 3.1, Lead Investor at the time it delivered the applicable Demand Holders shall be entitled Notice to request an unlimited number the Company and (ii) has withdrawn the applicable Demand Notice with reasonable promptness following disclosure by the Company of Demand Registrationssuch PublicCo Material Adverse Effect.

Demand Registrations. Subject The Company shall not be deemed to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make have effected a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (unless and no registration statement with respect thereto will be filed) if until the number of Registrable Securities requested to be registered Demand Registration Statement is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective remains in effect until the earlier of (ai) ninety (90) days following the date on which it was declared effective, in completion of the case of an underwritten offering distribution pursuant to a registration statement on Form S-1 thereto and (bii) such period of time, not exceeding two years, as requested by a majority of the date on which Participating Holders. In the event that a Demand Registration is requested under this Section and Holders of the Registrable Common Shares requesting such Demand Registration later determine not to sell any of their Registrable Common Shares in connection with the Demand Registration requested, then prompt notice shall be given by such Holders to the Company that the registration requested is no longer required and that the request is thereby withdrawn. Upon receipt of such notice, the Company shall cease all efforts to secure registration and shall take all action necessary and reasonably practicable to prevent the commencement of effectiveness for any Demand Registration Statement that it is preparing or has prepared in connection with the withdrawn request; provided, however, that such registration shall be deemed a Demand Registration for purposes of Section 2.2(b), above, unless the (i) withdrawing Holders shall have paid or reimbursed the Company for all of the Registrable Securities covered thereby are disposed of reasonable out-of-pocket fees and expenses incurred by the Company in accordance connection with the method registration of such withdrawn Registrable Common Shares or methods (ii) two previous such withdrawals have occurred. No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of disposition stated therein. Subject to the Commission or other governmental agency or court or (ii) the conditions set forth to closing specified in this Section 3.1the underwriting agreement, if any, entered into in connection with such registration are not satisfied by reason of a wrongful act, misrepresentation or breach of an applicable underwriting agreement by the Demand Holders shall be entitled to request an unlimited number of Demand RegistrationsCompany.

Demand Registrations. Subject At any time at which time the shelf registration statement required pursuant to Section 4.01 shall not be available for the provisions resale of Section 2.1the Registrable Securities or an Underwritten Offering, this Section 3.1 and Section 3.5including if for any reason the Company shall be ineligible to maintain or use a shelf registration statement for a secondary offering, any Demand Holder (the “Initiating Holders”) may from time to time make a Company shall, as promptly as reasonably practicable following the written request of Subscriber or any of its Affiliates for registration under the Securities Act of all or part of the Registrable Securities (a “Demand Request”), file a registration statement with the SEC (a “Demand Registration Statement”) with respect to resales of the Registrable Securities pursuant to Subscriber’s or any of its Affiliates’ intended method of distribution thereof or an Underwritten Offering with anticipated aggregate gross proceeds for (i) registration at least $10 million, and shall, subject to the terms of this Article IV, use its reasonable best efforts to cause such Demand Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof; provided that such Demand Registration Statement shall be filed on (a) Form S-1 F-3 or Form S-3, as applicable, or any similar short-form registration statement that may be available at such time for a secondary offering, if the Company is then F-3/S-3 Eligible, or (b) Form F-1 or Form F-1, as applicable, or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) that may be available at such time, if the Issuer Company is not then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “F-3/S-3 Eligible. Each Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests Request shall specify the amount number of Registrable Securities to be registered and the intended method or methods of dispositiondistribution thereof. The Issuer shall, subject Subscriber agrees to provide the provisions of this Article III and Company with such information in connection with a Demand Request as may be reasonably requested by the Company to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in facilitate such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrations.

Demand Registrations. Subject to the provisions of Section 2.1, this Section 3.1 (a) At any time and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make following the date that is *** months after the Closing Date, the Investors may require EchoStar to file a registration statement under the Securities Act in respect of all or a portion of the Registrable Securities by delivering to the Issuers written notice stating that such right is being exercised, specifying the number of shares of the Registrable Securities to be included in such registration (the shares subject to such request, the “Demand Shares”) and describing the intended method of distribution thereof, which *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. may include an underwritten offering (a “Demand Request”) for ). Upon receiving a Demand Request, subject in all cases to Section 3.4 of this Agreement, EchoStar shall (i) registration under the Securities Act on Form S-1 or any similar long-form use its commercially reasonable efforts to file as promptly as reasonably practicable a registration statement on such form as it may reasonably deem appropriate providing for the registration of all or the sale of such Demand Shares pursuant to the intended method of distribution; provided that, in the case of an initial underwritten offering, the Demand Shares are reasonably expected to have an aggregate market value of at least ***, and in the case of any portion additional underwritten offering, the Demand Shares are reasonably expected to have an aggregate market value of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act at least *** (a “Demand Registration”). No Demand Registration will be consummated ) and (and no registration statement with respect thereto will be filedii) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to after the filing of an initial version of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreementstatement, use its commercially reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, registration statement to be declared effective under the Securities Act as soon promptly as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a filing of such registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationsstatement.

Demand Registrations. (i) Subject to the provisions terms and conditions of Section 2.1this Agreement, this Section 3.1 and Section 3.5at any time following the expiration of the Lock-Up Period, any Demand Holder (the “Initiating Holders”) Purchaser may from time request the Company to time make a written request (a “Demand Request”) for (i) registration register under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of the Registrable Securities or held by the Purchaser for sale in the manner specified in such notice, provided that the aggregate offering price, as such amount is determined on the cover page of the Registration Statement, shall not be less than $100,000,000. Such request shall specify the intended method of disposition thereof by the Purchaser, including whether (iiA) if the Issuer registration requested is for an underwritten offering and (B) the Registration Statement covering such Registrable Securities shall be on Form S-3 (subject to Section 9.1(a)(iii)). If the Company is requested to file a registration on Form S-3 and the Company is then eligible ASR Eligible, the Company shall use commercially reasonable best efforts to use Form S-3cause the Registration Statement to be an ASRS. In the event that any registration pursuant to this Section 9.1(a) shall be, a Shelf Registration in whole or in part, an underwritten public offering of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if Common Stock, the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III included in such an underwriting may be reduced if and to the other Parties’ compliance with their obligations under extent that the provisions managing underwriter shall be of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in the opinion that such Demand Request for disposition in accordance with inclusion would adversely affect the intended method or methods set forth marketing of the securities therein as promptly as possible following receipt of a Demand Request(an “Underwriter Cutback”). The Issuer Purchaser may revoke a request pursuant to this Section 9.1(a)(i) prior to the effective date of the corresponding Registration Statement; provided, that such request shall use its reasonable best efforts count as one of the Purchaser’s demand requests referred to cause in Section 9.1(a)(ii) unless the Purchaser reimburses the Company for all out-of-pocket expenses (including Registration Expenses) incurred by the Company relating to such Registration Statement; provided, further, if the Purchaser revokes a demand pursuant to this Section 9.1(a)(i) within twenty-four (24) hours after notice in writing to the Purchaser of an Underwriter Cutback, (1) such request shall not count as one of its demand requests pursuant to Section 9.1(a)(ii) and (2) the Purchaser will not be obligated to reimburse the Company for any of its out-of-pocket expenses, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand RegistrationsExpenses.

Demand Registrations. (a) (i) Subject to Sections 2.1(b) and 2.3, at any time and from time to time after the provisions closing of Section 2.1an IPO, the AEA Investors shall have the right to require the Company to file one or more registration statements under the Securities Act covering all or any part of its and its Affiliates’ Registrable Securities by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. Any such request by any AEA Investor pursuant to this Section 3.1 2.1(a)(i) is referred to herein as a “Demand Registration Request,” and Section 3.5, the registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Holder (Registration, the Holder(s) making such demand for registration being referred to as the “Initiating Holders”) ). Any Demand Registration Request may from time to time make request that the Company register Registrable Securities on an appropriate form, including a written request shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. The Company shall give written notice (the “Demand RequestExercise Notice”) for of such Demand Registration Request (i1) to each of the Holders of record of Registrable Securities (other than individuals), at least ten (10) Business Days prior to the filing of any registration statement under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion and (2) to each Holder of Registrable Securities or that is an individual, no more than ten (ii10) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to Business Days after the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this AgreementSecurities Act (or, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registrationrequest for the filing of an automatic shelf registration statement, a subsequent Registration Statementat least ten (10) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, to be declared effective as soon as practicable the Company may delay any Demand Exercise Notice until after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) statement, so long as all recipients of such notice have the date on which all same amount of the Registrable Securities covered thereby are disposed of time to determine whether to participate in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationsoffering as they would have had if such notice had not been so delayed.

Demand Registrations. Subject to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) At any time after the date that is 180 days after the consummation by the Company of an initial public offering of its Common Stock pursuant to an effective registration statement under the Securities Act on Form S-1 Act, any Holder or any similar long-form registration statement of all or any portion Holders of Registrable Securities or (ii) if shall have the Issuer is then eligible right to use Form S-3elect, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior by giving written notice thereof to the filing of Company, to require the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities Company to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file register all or a portion of such Holder’s Registrable Securities under the Securities Act; provided, however, that (A) if the Company is not eligible to register the Registrable Securities on Form S-3 under the Securities Act, the Company shall be obligated to register the Registrable Securities upon such election only if the Registrable Securities to be registered, in the aggregate, constitute 10% or more of the then-outstanding Registrable Securities, and (B) if the Company is eligible to register the Registrable Securities on Form S-3 under the Securities Act, the Company shall be obligated to register the Registrable Securities upon such election only if the Registrable Securities to be registered, in the aggregate, have an anticipated offering price, net of underwriting discounts and commissions, of more than $5,000,000. Promptly following such election, the Company shall (1) give notice to each other Holder of Registrable Securities of such election, which notice shall set forth the identity of the electing Holders, and (2) use its reasonable best efforts to cause to be declared or become effective under the Securities Act a registration statement registering all Registrable Securities included in such Demand Request providing for disposition the registration of, and the sale in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statementdistribution thereof by the electing Holders of, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with elected to be included therein by the method or methods of disposition stated thereinHolder. Subject The Company shall be required to the conditions set forth in cause to become effective pursuant to this Section 3.12(a)(i) no more than three registration statements in the aggregate, and only one registration statement within any period of six months, unless the Demand Company is eligible to register the Registrable Securities on Form S-3 under the Securities Act, in which case the Holders shall have the unlimited right to require registrations on Form S-3; provided, however, that the Company shall not be entitled obligated to effect any such registration on Form S-3 if within the 12-month period preceding the date of such request an unlimited number for registration the Company already has effected two registrations on Form S-3 (or applicable successor form) at the request of Demand RegistrationsHolders.

Demand Registrations. Subject (a) (i) At any time that a Shelf Registration Statement provided for in Section 2.1(e) is not available for use by the Holders following such Shelf Registration Statement being declared effective by the SEC (a “Demand Registration Period”), subject to this Section 2.1(a) and Sections 2.1(b) and 2.3, at any time and from time to time during such Demand Registration Period, (i) each SPC Investor, and (ii) following the fifteen (15) month anniversary of the date hereof, each Founder Investor, shall have the right to require the Company to effect one or more registration statements under the Securities Act covering all or any part (subject to the provisions Minimum Threshold) of Section 2.1, its and its Affiliates’ Registrable Securities by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. Any such request by any SPC Investor or Founder Investor pursuant to this Section 3.1 2.1(a)(i) is referred to herein as a “Demand Registration Request,” and Section 3.5, the registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Holder (Registration, the SPC Investor(s) or Founder Investor(s) making such demand for registration being referred to as the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.12.1(b), the Demand Holders SPC Investors and Founder Investors shall be entitled to request (and the Company shall be required to effect) an unlimited number of Demand Registrations. The Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request to each of the Holders of record of Registrable Securities, as promptly as practicable, but no later than five (5) Business Days prior to the filing of any registration statement under the Securities Act. Notwithstanding the foregoing, the Company may delay any Demand Exercise Notice until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed.

Demand Registrations. Subject to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under At any time from and after the Securities Act on Form S-1 Closing Date, any Holder or any similar long-form registration statement Holders (the "Initiating Holders") who own, in the aggregate, at least a majority of all or any portion of the Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3may elect, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior by giving written notice thereof to the filing of Company, to require the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities Company to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file register all or a portion of its Registrable Securities under the Securities Act. Promptly following such election, the Company shall (1) give notice (the "Demand Notice") to each other Holder (collectively, the "Other Holders") of Registrable Securities, if any, of such election, which notice shall set forth the identity of the Initiating Holders, and (2) use its reasonable best efforts to cause to be declared or become effective under the Securities Act a registration statement registering all Registrable Securities included in such Demand Request providing for disposition the registration of, and the sale in accordance with the intended method or methods set forth of distribution thereof by the electing Holders of, the Registrable Securities requested to be included therein as promptly as possible following receipt in writing by the Initiating Holders and by any Other Holders who request the inclusion in such registration statement of their Registrable Securities by delivery of a written notice to the Company no later than the 15th calendar day following the date the Demand RequestNotice is delivered by the Company. The Issuer Company shall use its reasonable best efforts be required to cause to become effective pursuant to this Section 2(a) no more than two registration statement upon any election pursuant to this Section 2(a)(i) by the Holders unless the Company is eligible to register the Registrable Securities on Form S-3 under the Securities Act, in which case the Holders shall have the unlimited right to require such Registration Statementregistrations on Form S-3. Notwithstanding the foregoing, including the Company shall not be obligated to register Registrable Securities on Form S-3 under the Securities Act upon any election pursuant to this Section 2(a)(i) if the Company has registered Registrable Securities on Form S-3 or any other form under the Securities Act twice in the case preceding twelve month period upon elections pursuant to this Section 2(a)(i). Notwithstanding any provisions of a Shelf Registrationthis Section 2(a) to the contrary, a subsequent Registration Statementif the Company is not subject to Sections 12(b) or (g) or 15(d) of the Exchange Act, to be declared effective as soon as practicable after filing and to remain effective the Holders may not exercise the demand rights provided for under this Section 2(a)(i) until the earlier of (ai) ninety (90) the date 180 days following after the consummation by the Company of an underwritten public offering of its Common Stock subsequent to the date on which it was declared effectivethe Company first ceases to be subject to such sections of the Exchange Act or (ii) the second anniversary of the date the Company ceases to be subject to such sections of the Exchange Act; provided, however, that the Holders may not exercise the demand rights under this clause (ii) unless the maximum initial public offering price of the securities to be registered as set forth on the cover page of the registration statement in the case form initially filed with the SEC is such that it implies a valuation of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed Common Stock, calculated on an as-converted basis, of in accordance with the method or methods of disposition stated therein. Subject at least $50.0 million (before giving effect to the conditions set forth receipt of any proceeds to be received by the Company in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationssuch offering).

Demand Registrations. (a) (i) Subject to Sections 2.1(b), 2.1(g) and 2.3, (x) at any time and from time to time any of the provisions AEA Investors shall have the right to require the Company to file one (1) or more registration statements and (y) at any time and from time to time after the closing of Section 2.1an IPO, each of the OTPP Investors and the TCP Investors shall have the right to require the Company to file up to two (2) registration statements under the Securities Act covering all or any part of their and their respective Affiliates’ Registrable Securities by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. Any such request by a Sponsor Investor pursuant to this Section 3.1 2.1(a)(i) is referred to herein as a “Demand Registration Request,” and Section 3.5, the registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Holder (Registration, the Sponsor Investor(s) making such demand for registration being referred to as the “Initiating Holders”) may from time ). The AEA Investors shall be entitled to time make a written request (and the Company shall be required to effect) an unlimited number of Demand Registrations and, after the closing of an IPO, each of the OTPP Investors and the TCP Investors shall be entitled to request (and the Company shall be required to effect) up to two (2) Demand Registrations (in each case, it being understood that if a “single Demand Request”) for (i) Registration Request is delivered by more than one Initiating Holder, the registration requested by such Demand Registration Request shall constitute only one Demand Registration). Any Demand Registration Request made after the closing of an IPO may request that the Company register Registrable Securities on an appropriate form, including a shelf registration statement pursuant to Rule 415 under the Securities Act on Form S-1 or any similar long-form S-3 (if the Company is eligible to file a shelf registration statement of all on Form S-3) or Form S-1 (any portion of Registrable Securities such shelf registration statement on Form S-3 or (ii) Form S-1, a “Shelf Registration Statement”), and, if the Issuer Company is then eligible to use Form S-3a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a Shelf Registration of all or any portion of Registrable Securities “WKSI”), an automatic shelf registration statement (as defined in Rule 405 under the Securities Act (a an “Demand Registrationautomatic shelf registration statement”). No The Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration will be consummated Request (and no registration statement with respect thereto will be filed1) if the number to each Holder of Registrable Securities requested to be registered is fewer (other than such number of shares of Class A Common Stock that have a value individuals) at least five (based on the closing price on the trading day immediately 5) Business Days prior to the filing of any registration statement under the Securities Act and (2) to each Holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this AgreementSecurities Act (or, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registrationrequest for the filing of an automatic shelf registration statement, a subsequent Registration Statementat least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, to be declared effective as soon as practicable the Company may delay any Demand Exercise Notice, including until after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) statement, so long as all recipients of such notice have the date on which all same amount of the Registrable Securities covered thereby are disposed of time to determine whether to participate in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationsoffering as they would have had if such notice had not been so delayed.

Demand Registrations. Subject to (a) On any two (2) occasions after the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions date of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject subject to the conditions set forth in this Agreement, including without limitation the conditions set forth in Section 3.12(b) below, one or more Holders holding at least forty percent (40%) of the Registrable Securities then held by all Holders may request (the "Initiating Holders") that the Company cause to be filed with the Commission and cause to become effective a registration statement (a "Demand Registration Statement") under the Securities Act relating to the sale by such Holders of their Registrable Securities in accordance with the terms hereof. Upon receipt of any such request, the Demand Company shall give written notice of such proposed registration to all Holders of Registrable Securities. Such Holders shall have the right, by giving written notice to the Company within fifteen (15) business days after such notice referred to in the preceding sentence has been given by the Company, to elect to have included in the Demand Registration Statement such of their Registrable Securities as each Holder may request in such notice of election. Thereupon, the Company shall as soon as practicable thereafter cause such Demand Registration Statement to be entitled filed and declared effective by the Commission for all Registrable Securities which the Company has been requested to request register. The Company shall in no event be obligated to effect under this Section 2 more than two (2) demand registrations. If the managing underwriter of an unlimited underwritten offering with respect to which registration has been requested by any Holder pursuant to this Section 2 has advised the Company that, in such underwriter's good faith judgment, the number of Demand Registrationssecurities to be sold in such offering by the Company and persons other than the Company (collectively, "Selling Stockholders") is greater than the number which can be offered without adversely affecting such offering, then the Company may reduce the number of securities to be included in such offering to a number deemed satisfactory by the managing underwriter, provided, however, that the -------- ------- securities to be excluded shall be determined in the following order of priority: first, securities held by any Selling Stockholder not having contractual, incidental registration rights; second, securities held by any Selling Stockholder (not including the Holders) participating in such offering pursuant to the exercise of contractual piggyback registration rights (other than pursuant to the Xxxxxxx Agreement or the Richmont Agreement), as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders); third, securities the Company proposes to sell and other securities of the Company included in such registration; fourth, securities held by (i) any Selling Stockholder participating in such offering pursuant to the exercise of piggyback registration rights under the Xxxxxxx Agreement or the Richmont Agreement and (ii) any Holder participating in such registration pursuant to the exercise of the demand registration rights set forth in this Section 2, as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders and such Holders).

Demand Registrations. Subject (a) At any time after the first anniversary of the date hereof, a Majority Interest of the Investors may notify the Company that they intend to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time offer or cause to time make a written request (a “Demand Request”) be offered for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of public sale all or any portion of their Registrable Securities (representing offering proceeds aggregating not less than $20 million for an initial public offering or (ii$10 million otherwise) if in the Issuer is then eligible manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to use Form S-3, a Shelf Registration of all or any portion of Persons holding Registrable Securities under who shall then have thirty (30) days to notify the Securities Act (a “Demand Registration”)Company in writing of their desire to be included in such registration. No Demand Registration will 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 consummated (conditioned upon their participation in such underwritten public offering and no registration statement with respect thereto will be filed) if the number inclusion of their Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on in the closing price on the trading day immediately prior underwritten public offering to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of dispositionextent provided herein. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, Company will use its reasonable best efforts to expeditiously effect the registration of all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to 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, if the Company receives a request for registration under this Section 2, then (i) the Company may advise the requesting Investors, within fifteen (15) days of its receipt of such request, that it intends to file a registration statement registering all for the primary issuance of securities in an underwritten public offering, and (ii) assuming that the Company files such registration statement within seventy-five (75) days of its receipt of such request, the Company's registration obligations under this Section 2 shall not apply with respect to such request and no additional request may be made under this Section 2 within one hundred eighty (180) days after the effective date of such registration statement. In addition, the Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 2 for a reasonable time period, provided that such postponements shall not exceed one hundred twenty (120) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction or development, and the Board of Directors of the Company determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors of the Company determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness. A registration will not count as a requested registration under this Section 2(a) until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating holders; provided, however, that, if a Majority Interest of the participating holders of Registrable Securities included shall request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) but not yet been declared effective, a majority in interest of such Demand Request for disposition holders may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the intended method or methods procedures set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationsherein.

Demand Registrations. (a) Subject to the provisions of Section 2.12.1(b) below, this Section 3.1 at any time and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make on or after the earlier of (i) the second anniversary of the effective date of the Merger or (ii) any sale by the Company of any shares of Stock for its own account under the Securities Act pursuant to an effective registration statement on Form S-1 (or an equivalent general registration form then in effect), any Holder or Holders owning, individually or in the aggregate, at least the Requisite Share Number shall have the right to require the Company to file a registration statement under the Securities Act covering all or part of such Holder or Holders’ Registrable Securities by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof (a the “Demand Registration Request”). The Company shall give prompt written notice (the “Notice of Demand Request”) for (i) of such Demand Registration Request to all Holders who hold of record any Registrable Securities and, thereupon, the Company shall, subject to Sections 2.3 and 2.6, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of (i) the Registrable Securities or (ii) if which the Issuer is then eligible Company has been so requested to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under register in the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplementRequest, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of disposition stated in the Demand Registration Request and (ii) all other Registrable Securities the Holders’ of which shall have made a written request to the Company for registration thereof (A) within 30 days after the giving of the Notice of Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including Request in the case of a Shelf Registration, a subsequent Registration Statement, the first request pursuant to be declared effective as soon as practicable this Section 2.1(a) and (B) within 15 days after filing and to remain effective until the earlier giving of (a) ninety (90) days following the date on which it was declared effective, Notice of Demand Request in the case of an underwritten offering any subsequent request pursuant to a registration statement on Form S-1 and this Section 2.1(a), all to the extent necessary to permit the sale or other disposition by the Holders (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the intended method or methods of disposition stated therein. Subject distribution) of Registrable Securities to the conditions set forth in this Section 3.1be so registered; provided, the Demand Holders however, that no Holder who is a Management Investor shall be entitled to request an unlimited number the registration of Demand Registrationsany of his Registrable Securities pursuant to this Section 2.1(a) until on or after the second anniversary of the effective date of the Merger.

Demand Registrations. Subject (a) At any time following the date upon which the Shareholder has converted or given the Company notice of its election to convert any or all of the Preferred Stock into shares and prior to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (date on which the “Initiating Holders”) may from time to time make Company shall have obtained a written request (a “Demand Request”) opinion of legal counsel reasonably satisfactory to the Shareholder and addressed to the Company and the Shareholder to the effect that the Shares may be publicly offered for (i) sale in the United States by the Shareholder without restriction as to manner of sale and amount of securities sold and without registration under the Securities Act on Form S-1 or any similar long-form (such period, the "Demand Period"), the Shareholder shall have the unlimited right to require the Company to file a registration statement under the Securities Act in respect of all or any a portion of Registrable the Shares by delivering to the Company written notice stating that such right is being exercised, specifying the number of Shares to be included in such registration and describing the intended method of distribution thereof (a "Demand Request"). As promptly as practicable, but in no event later than thirty (30) days after the Company receives a Demand Request, the Company shall file with the SEC and thereafter use its best efforts to cause to be declared effective promptly a registration statement (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities or (ii) Act if so requested by Shareholder and if the Issuer Company is then eligible to use Form S-3, such a Shelf Registration of all or any portion of Registrable Securities under the Securities Act registration) (a “"Demand Registration”") providing for the registration of such number of Shares as the Shareholder shall have demanded be registered for distribution in accordance with such intended method of distribution. The Company shall have the right and option to designate any one of the Demand Registrations be filed as a shelf registration or other successor procedure as prescribed by the SEC, as above provided as a shelf registration statement, for which the Company agrees to pay certain costs therefor pursuant to Section 3.5 below (the "Free Shelf Registration"). No After completion of any Demand Registration will designated as a shelf registration by the Company, any subsequent Demand Registrations shall not be consummated (and no registration statement with respect thereto will shelf registrations unless the Company otherwise agrees. Notwithstanding the foregoing, the Company shall not be filed) obligated to effect any Demand Registration requested pursuant to this Section 3.1 if the number of Registrable Securities requested to Shares then held by the Shareholder shall be registered is fewer less than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing 1% of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationsthen outstanding Common Stock.

Demand Registrations. Subject (a) If, following the date hereof, the Company is unable to file, cause to be effective or maintain the effectiveness of a Shelf Registration Statement as required under Section 5.01, the Holder shall have the right by delivering a written notice to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request Company (a “Demand RequestNotice”) for (i) registration to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion the number of Registrable Securities or (ii) if Instruments Beneficially Owned by the Issuer is then eligible Holder and requested by such Demand Notice to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act be so registered (a “Demand Registration”). No Demand Registration will be consummated ; provided, however, that (and no registration statement with respect thereto will be filedi) if the number of Demand Registrations (together with any Shelf Offerings) in any 12-month period shall not exceed two and (ii) the Company shall not be required to register the Registrable Securities Instruments requested by the Demand Notice unless the Holder has requested to be registered is fewer than such number offer at least the lesser of shares (A) 50 million Underlying Shares (inclusive of Class A Common Stock that have Underlying Shares underlying any Instruments requested to offer) or (B) Registrable Instruments having a fair market value (based on (i) in the case of any Underlying Shares included in the request, upon the closing price of the Underlying Shares quoted on the principal securities exchange on which such Underlying Shares are listed on the trading day immediately prior preceding the date upon which the Holder delivers a Demand Notice to the filing of the registration statement or prospectus supplement, as applicableCompany and (ii) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registrationany Warrants included in the request, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until upon the earlier value of (a) ninety (90) days following the Underlying Shares based upon the closing price of the Underlying Shares quoted on the principal securities exchange on which such Underlying Shares are listed on the trading day immediately preceding the date on upon which it was declared effective, the Holder delivers a Demand Notice to the Company) of $500 million in such Demand Registration. The Demand Notice shall also specify the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the expected method or methods of disposition stated therein. Subject to of the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationsapplicable Registrable Instruments.

Demand Registrations. Subject to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under At any time from and after the Securities Act on Form S-1 Closing Date, any Holder or any similar long-form registration statement Holders (the "INITIATING HOLDERS") who own, in the aggregate, at least a majority of all or any portion of the Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3may elect, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior by giving written notice thereof to the filing of Company, to require the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities Company to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file register all or a portion of its Registrable Securities under the Securities Act. Promptly following such election, the Company shall (1) give notice (the "DEMAND NOTICE") to each other Holder (collectively, the "OTHER HOLDERS") of Registrable Securities, if any, of such election, which notice shall set forth the identity of the Initiating Holders, and (2) use its reasonable best efforts to cause to be declared or become effective under the Securities Act a registration statement registering all Registrable Securities included in such Demand Request providing for disposition the registration of, and the sale in accordance with the intended method or methods set forth of distribution thereof by the electing Holders of, the Registrable Securities requested to be included therein as promptly as possible following receipt in writing by the Initiating Holders and by any Other Holders who request the inclusion in such registration statement of their Registrable Securities by delivery of a written notice to the Company no later than the 15th calendar day following the date the Demand RequestNotice is delivered by the Company. The Issuer Company shall use its reasonable best efforts be required to cause to become effective pursuant to this Section 2(a) no more than two registration statement upon any election pursuant to this Section 2(a)(i) by the Holders unless the Company is eligible to register the Registrable Securities on Form S-3 under the Securities Act, in which case the Holders shall have the unlimited right to require such Registration Statementregistrations on Form S-3. Notwithstanding the foregoing, including the Company shall not be obligated to register Registrable Securities on Form S-3 under the Securities Act upon any election pursuant to this Section 2(a)(i) if the Company has registered Registrable Securities on Form S-3 or any other form under the Securities Act twice in the case preceding twelve month period upon elections pursuant to this Section 2(a)(i). Notwithstanding any provisions of a Shelf Registrationthis Section 2(a) to the contrary, a subsequent Registration Statementif the Company is not subject to Sections 12(b) or (g) or 15(d) of the Exchange Act, to be declared effective as soon as practicable after filing and to remain effective the Holders may not exercise the demand rights provided for under this Section 2(a)(i) until the earlier of (ai) ninety (90) the date 180 days following after the consummation by the Company of an underwritten public offering of its Common Stock subsequent to the date on which it was declared effectivethe Company first ceases to be subject to such sections of the Exchange Act or (ii) the second anniversary of the date the Company ceases to be subject to such sections of the Exchange Act; provided, however, that the Holders may not exercise the demand rights under this clause (ii) unless the maximum initial public offering price of the securities to be registered as set forth on the cover page of the registration statement in the case form initially filed with the SEC is such that it implies a valuation of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed Common Stock, calculated on an as-converted basis, of in accordance with the method or methods of disposition stated therein. Subject at least $50.0 million (before giving effect to the conditions set forth receipt of any proceeds to be received by the Company in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationssuch offering).

Demand Registrations. Subject to (i) At any time after the provisions Closing Date, the Holders of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder a majority of the then outstanding Registrable Securities held by all Holders (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration that the Company register under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of the Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act held by such Initiating Holders (a “Demand RegistrationRegistration Statement”). No Demand Registration will be consummated Upon receipt of such request, the Company shall promptly deliver notice of such request to all other Holders, if any, who shall then have ten (and no registration statement with respect thereto will be filed10) if Business Days to notify the number Company in writing of Registrable Securities requested their desire to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request registration. If the request for disposition registration contemplates an underwritten public offering, the Company shall state such in accordance with the intended method or methods set forth therein as promptly as possible following receipt written notice and in such event the right of a Demand Requestany Holder to participate in such registration shall be conditioned upon such Holder’s participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Issuer Company shall use its reasonable best efforts to cause effect the registration of all Registrable Securities whose Holders request, pursuant to this Section 2(c)(i), participation in such Registration Statement, including in registration under the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing Securities Act and to remain effective until qualify such Registrable Securities for sale under any state blue sky law; provided that the earlier Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction; provided further that (aA) the Company shall not be required to effect registration pursuant to a request under this Section 2(c)(i) more than two (2) times if the Total Aggregate Preferred Stock Issue Price is greater than or equal to $50,000,000 and (B) the Company shall not be required to effect registration pursuant to a request under this Section 2(c)(i) more than one (1) time if the Total Aggregate Preferred Stock Issue Price is greater than or equal to $25,000,000 and less than $50,000,000, it being understood that the Company shall have no obligation to effect registration pursuant to a request under this Section 2(c)(i) if the Total Aggregate Preferred Stock Issue Price is less than $25,000,000. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2(c)(i) within ninety (90) days following after the effective date on of a Registration Statement filed by the Company covering a firm commitment underwritten public offering in which it was the Holders shall have been entitled to join pursuant to this Section 2(c)(i) or Section 2(g) hereof and in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been so requested subject to the ability of the managing underwriter or underwriters of such firm commitment underwritten public offering to reduce the number of Registrable Securities pursuant to Section 2(c)(ii). A registration will not count as a requested registration under this Section 2(c)(i) until the Demand Registration Statement relating to such registration has been declared effective by the Commission at the request of the Initiating Holders; provided, however, that if the Initiating Holders shall request, in writing, that the Company withdraw a Demand Registration Statement which has been filed under this Section 2(c)(i) but has not yet been declared effective, in the case of an underwritten offering pursuant Initiating Holders may thereafter request the Company to a registration statement on Form S-1 and (b) reinstate such Demand Registration Statement, if permitted under the date on which all of the Registrable Securities covered thereby are disposed of Act, or to file another Demand Registration Statement, in accordance with the method or methods of disposition stated therein. Subject to the conditions procedures set forth in herein. In addition, a registration will not count as a requested registration under this Section 3.1, 2(c)(i) in the Demand event that any Registrable Securities sought to be included by the Holders shall be entitled to request an unlimited number of Demand Registrationsin such registration are excluded from such registration in accordance with Section 2(c)(ii) or Section 2(g).

Demand Registrations. Subject to (a)At any time (x) on or after December 31, 2015 one or more Holders Beneficially Owning Registrable Securities (A) representing at least fifteen percent (15%) of the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar longthen-form registration statement of all or any portion outstanding shares of Registrable Securities or (iiB) if that are reasonably expected to result in aggregate gross cash proceeds in excess of $50 million (without regard to any underwriting discount or commission), or (y) on or after the Issuer is then eligible one hundred and eightieth (180th) day following the occurrence of an Initial Public Offering, such Holders (the “Demanding Holders”) shall have the right, by delivering written notice to use Form S-3the Company (a “Demand Notice”), a Shelf Registration to require the Company to, pursuant to the terms of all or any portion this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities under the Securities Act Beneficially Owned by such Holders and requested by such Demand Notice to be so registered (a “Demand Registration”). No ) provided; however, that it shall be a condition to making a Demand Registration will be consummated under clause (and no registration statement with respect thereto will be filedy) if above that the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing aggregate offering price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and by the intended Demanding Holders is at least $25,000,000. A Demand Notice shall also specify the expected method or methods of dispositiondisposition of the applicable Registrable Securities. The Issuer shallUpon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) calendar days after such notice is given by the Company. (b)Following receipt of a Demand Notice, subject to Section 2(c), Section 4 and, Section 6 and Section 16(h), the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, Company will use its reasonable best efforts to file file, as promptly as reasonably practicable (but not later than ninety (90) calendar days after receipt by the Company of such Demand Notice in the case of a registration statement registering all made on Form S-1 or comparable successor form, as applicable, or sixty (60) calendar days in the case of any registration eligible to be made on Form S-3 or comparable successor form, as applicable), a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included in such Demand Request for disposition therein by the Holders thereof in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a distribution elected by such Demand Request. The Issuer Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, Statement to be declared effective under the Securities Act as soon promptly as practicable after the filing thereof (and in any event in accordance with Section 5), provided that if such Demand Notice relates to a Shelf Registration Statement, the provisions of Section 4 shall apply. The Holders shall have the right to request two (2) registrations per year pursuant to this Section 2. Demanding Holders holding at least a majority of the Registrable Securities held by the Demanding Holders shall have the right to notify the Company that they have determined that the Registration Statement and/or Shelf Registration Statement relating to a Demand Registration be abandoned or withdrawn, in which event the Company shall promptly abandon or withdraw such 3 Registration Statement and/or Shelf Registration Statement. In the event any registration attempted under this Section 2 pursuant to which the Company would be responsible for the Registration Expenses of the Holders is not consummated, then the Company shall pay such expenses and shall remain responsible for such expenses of the Holders with respect to two (2) consummated registrations per year made under this Section 2; provided, however, that if a registration attempted under this Section 2 is not consummated solely as a result of the withdrawal of the Holders requesting such registration, unless such Holders reimburse the Registration Expenses incurred by the Company, such Registration Statement shall count against the two (2) Registration Statements that the Company is required to a consummate per year. In any Demand Registration involving an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Demanding Holders, subject to approval of the Company not to be unreasonably withheld. (c)A Registration Statement filed pursuant to a Demand Notice may include Other Securities; provided, however, that the Company and any other such requesting holders agree in writing to enter into an underwriting agreement with usual and customary terms and to remain effective until any lock-up or similar limitations applicable to the earlier Holders. Notwithstanding any other provisions of this Section 2, if the representative of the underwriters advises the Holders and the Company in writing (aa “Cutback Notice”) ninety (90) days following that it is their good faith opinion that the date total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on which it was declared effectivethe price, timing or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the case opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) first, to the Holder(s) requesting inclusion in such registration, pro rata among such Holder(s) on the basis of the number of shares of Registrable Securities for which each such Holder has requested registration, (ii) second, to the Company for any securities it proposes to sell for its own account, and (iii) third, to the other holders requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration. If a Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such Person shall be excluded therefrom by written notice from the Company, the underwriter or the Holder(s). The securities so excluded shall also be withdrawn from registration. A registration shall not be counted as “consummated” for purposes of the two (2) registrations per year requirement if, as a result of a Cutback Notice, fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (d)Except as provided in Section 2(b) with respect to withdrawn Registration statements, all Registration Expenses of the Holders incurred in connection with two (2) registrations per year requested pursuant to this Section 2 shall be borne by the Company. 3.“Piggy‑Back” Registrations. (a)Except with respect to a Demand Registration, the procedures of which are addressed in Section 2, if, at any time, the Company intends to file a registration statement under the Securities Act covering a primary or secondary offering of any of its Common Stock or Other Securities, whether or not the sale for its own account which is not a registration solely to implement an underwritten offering employee benefit plan pursuant to a registration statement on Form S-1 S-8, a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the Commission is applicable, the Company will promptly (and in any event at least twenty (b20) calendar days before the date anticipated filing date) give written notice to the Holders of its intention to effect such a registration. Subject to Section 3(b) below and consultation with the underwriters, the Company will effect the registration under the Securities Act of all Registrable Securities that the Holder(s) request(s) be included in such registration (a “Piggyback Registration”) by a written notice delivered to the Company within fifteen (15) calendar days after the notice given by the Company in the preceding sentence. The Holders agree that any securities they request to be included in a Company registration pursuant to this Section 3 shall be included by the Company on which the same form of Registration Statement as has been selected by the Company for the securities the Company is registering for sale referred to above. The Holders shall be permitted to withdraw all or part of the Registrable Securities covered thereby are disposed from the Piggyback Registration at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. 4 (b)If the registration involves an underwritten offering and the representative of the underwriters provides the Company and the other Holders seeking to include securities in such offering in writing a Cutback Notice, then the number of Registrable Securities and Other Securities sought to be included in such registration shall be allocated for inclusion as follows: (i) if such registration is being effected by the Company, (A) first, to the Company for any securities it proposes to sell for its own account, (B) second, to the Holder(s) requesting inclusion in such registration, pro rata among such Holder(s) on the basis of the number of shares of Registrable Securities for which each such Holder has requested registration, and (C) third, to the other holders requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of Other Securities for which each such requesting holder has requested registration; and (ii) if such registration is being effected by a Person other than the Company or the Holders, in accordance with Section 2(c) above. (c)If the method or methods of disposition stated therein. Subject Company elects to terminate any registration filed under this Section 3 prior to the conditions set forth effectiveness of such registration, the Company will have no obligation to register the securities sought to be included by the Holders in such registration under this Section 3.13. All the Registration Expenses incurred in connection with any registration, qualification or compliance hereunder shall be borne by the Company. Without limiting the foregoing, the Demand Company shall bear its internal expenses (including all salaries and expenses of their officers and employees performing legal, accounting or other duties) and expenses of any person, including special experts, retained by the Company. If the Company includes in such registration any securities to be offered by it, all Registration Expenses of the Holders will be borne by the Company. There shall be entitled no limit to request an unlimited the number of Demand RegistrationsPiggybank Registrations pursuant to this Section 3. 4.

Demand Registrations. Subject Commencing with the earlier of six (6) months following a Qualified Public Offering (as defined in Section 2.2(f)) or April 16, 2007, if on any occasion one or more holders of thirty percent (30%) in interest or more of the Registrable Shares shall notify the Company in writing that it or they intend to offer or cause to be offered for public sale Registrable Shares held by such holders with an aggregate offering price of at least $5,000,000 (net of any underwriting discounts or commissions), the provisions Company will so notify all holders of Section 2.1Registrable Shares, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time including all holders who have a right to time make a acquire Registrable Shares. Upon written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or of any similar long-form registration statement of all or any portion holder of Registrable Securities or Shares given within twenty (ii20) if days after the Issuer is then eligible to use Form S-3receipt by such holder from the Company of such notification, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer Company shall use its reasonable best efforts to cause such Registration Statement, of the Registrable Shares as may be requested by any holder thereof (including in the case holder or holders giving the initial notice of a Shelf Registration, a subsequent Registration Statement, intent to offer) to be declared effective registered under the Securities Act as soon expeditiously as practicable after filing and possible. The Company shall not be required to remain effective until the earlier of effect more than two (a2) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering registrations pursuant to this Section 1.2 (counting for these purposes only (i) registrations that have been declared or ordered effective and pursuant to which securities have been sold, and (ii) registrations that have been declared or ordered effective and that have been withdrawn by the participating holders and as to which the participating holders are not required to bear the registration expenses pursuant to Section 1.11 below). If the Company determines to include shares to be sold by it or by other selling stockholders in any registration request pursuant to this Section 1.2, such registration shall be deemed to have been a "piggy back" registration under Section 1.1, and not a "demand" registration under this Section 1.2 if the holders of Registrable Shares are unable to include in any such registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby Shares initially requested for inclusion in such registration statement. Any offering of Registrable Shares pursuant to this Section shall have a minimum market value (valued at the public offering price of the Company's securities as of the effective date of the registration statement for such offering) of at least $5,000,000 of the securities so registered (net of underwriting discounts and commissions). If, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then the Company may reduce the number of shares of Registrable Shares to be included in such underwriting, but only if all other shares are disposed first excluded. Any exclusion of Registrable Shares shall be made pro rata among the holders of Registrable Shares (or their assigns) seeking to include such shares, in accordance with the method or methods of disposition stated therein. Subject proportion to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationssuch shares held by such holders of Registrable Shares (or their assigns).

Demand Registrations. Subject to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”a) Any Shareholder may from time to time make a written request (a “Demand Request”) to the Company for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion part of the outstanding Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (held by such Shareholder and no registration statement with respect thereto will be filed) if any of its Affiliates; provided, that the number of Registrable Securities requested to be registered is fewer than such so Registered represents at least one per cent. (1%) of all issued and outstanding Shares. Notwithstanding the preceding sentence, in the event that Orascom makes a written request to the Company pursuant to this Section 2.1(a) for Registration of all or part of the outstanding Registrable Securities held by it or any of its Affiliates, the number of shares of Class A Common Stock that have a value such Registrable Securities requested to be so Registered by Orascom must represent at least five per cent (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable5%) of $50,000,000all issued and outstanding Shares at such time. A Registration that is undertaken by the Company in response to a valid request made by a Shareholder pursuant to this Section 2.1 shall be referred to herein as a “Demand Requests Registration.” Each such request shall specify the class and the aggregate amount and class of Registrable Securities to be registered Registered and the intended method or methods of dispositiondisposition and distribution thereof. The Issuer shallCompany shall file, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible practicable (and in any event, within sixty (60) days) following receipt of a request for a Demand Request. The Issuer Registration, a Registration Statement relating to such Demand Registration and shall use its reasonable best efforts to cause any such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, Statement promptly to be declared effective under the Securities Act, the “blue sky” laws of such jurisdictions as soon the Shareholder or underwriter, if any, reasonably request, or any other Law, as practicable after filing applicable, and to cause such Registration Statement to remain effective until the earlier later of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (bi) the date on which all of the Registrable Securities covered thereby are disposed have been sold or (ii) nine (9) months after the effective date of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationssuch Registration Statement.

Demand Registrations. Subject (a) At any time following the date on which all Registrable Securities have been registered for resale pursuant to Section 2 hereof, a Purchaser or Purchasers owning, in the provisions of Section 2.1aggregate, this Section 3.1 and Section 3.5, any Demand Holder at least a 50% majority in interest (the “Initiating HoldersPurchasers”) of the Listing Penalty Shares (as defined in the Securities Purchase Agreement) or the Escrow Shares (as defined in the Securities Escrow Agreement) (collectively, the “Listing Penalty and Escrow Securities”) may from time request that the Company file a Registration Statement providing for the resale of all Listing Penalty and Escrow Securities then held by the Initiating Purchasers by giving written notice to time make a written request the Company (the “Demand Notice”). The Demand Notice shall describe the number of Listing Penalty and Escrow Securities intended to be disposed of and the intended method of disposition. The Company shall then prepare and file with the Commission a “resale” Registration Statement providing for the resale of all Listing Penalty and Escrow Securities included in the Demand Request”) Notice for (i) registration an offering to be made on a continuous basis pursuant to Rule 415. Each such Registration Statement shall cover to the extent allowable under the Securities Act on Form S-1 and the rules promulgated thereunder (including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement transactions with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of Listing Penalty and Escrow Securities. The Company shall (i) not permit any securities other than the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Listing Penalty and Escrow Securities and any other unregistered Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in any such Demand Request for disposition Registration Statement, provided that such securities shall be registered in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall cutback provisions in Section 2(a) above; and (ii) use its reasonable best efforts to cause any such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and to remain keep any such Registration Statement continuously effective under the Securities Act until such date as is the earlier of of: (ax) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and when all Registrable Securities covered by such Registration Statement have been sold; or (by) the date on which all of the Registrable Listing Penalty and Escrow Securities covered thereby are disposed of in accordance with may be sold without any restriction pursuant to Rule 144 as determined by the method or methods of disposition stated therein. Subject counsel to the conditions set forth in this Section 3.1Company pursuant to a written opinion letter, addressed to the Demand Holders shall be entitled Company’s transfer agent to request an unlimited number of Demand Registrationssuch effect.

Demand Registrations. Subject to (a) On any six (6) occasions after the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder date which is one hundred eighty (180) days after the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing date of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions execution of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject subject to the conditions set forth in this Section 3.1Agreement, one or more Holders holding at least forty percent (40%) of the Registrable Securities then held by all Holders (the "Demand Threshold") may request (the "Initiating Holders") that the Company cause to be filed with the Commission and cause to become effective a registration statement (a "Demand Registration Statement") under the Securities Act relating to the sale by such Holders of their Registrable Securities in accordance with the terms hereof; provided, however, that until the first anniversary of the date hereof, only a Richmont Party can make any such demand; and provided further that any Richmont Party may request the Company to file and cause to become effective a Demand Registration Statement if such request is for the registration of all of such Richmont Party's Registrable Securities, notwithstanding the fact that such Richmont Party's Registrable Securities are less than the Demand Threshold. Upon receipt of any such request, the Demand Company shall give written notice of such proposed registration to all Holders of Registrable Securities. Such Holders shall have the right, by giving written notice to the Company within fifteen (15) business days after such notice referred to in the preceding sentence has been given by the Company, to elect to have included in the Demand Registration Statement such of their Registrable Securities as each Holder may request in such notice of election. Thereupon, the Company shall as soon as practicable thereafter cause such Demand Registration Statement to be entitled filed and declared effective by the Commission for all Registrable Securities which the Company has been requested to request register. The Company shall in no event be obligated to effect under this Section 2 more than six (6) demand registrations. If the managing underwriter of an unlimited underwritten offering with respect to which registration has been requested by any Holder pursuant to this Section 2 has advised the Company that, in such underwriter's good faith judgment, the number of Demand Registrations.securities to be sold in such offering by the Company and persons other than the Company (collectively, "Selling Stockholders") is greater than the number which can be offered without adversely affecting such offering, then the Company may reduce the number of securities to be included in such offering to a number deemed satisfactory by the managing under writer, provided, however, that the securities to be excluded shall be determined in the following order of priority: first, securities held by any Selling Stockholder not having contractual, incidental registration rights; second, securities held by any Selling Stockholder (not including the Holders) participating in such offering pursuant to the exercise of contractual piggyback registration rights (other than pursuant to the Merkxxx Xxxeement or the Monroe Agreement), as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders);

Demand Registrations. Subject to (a) At any time after December 31, 2000, upon the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under of Conning that the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if Company effect the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (such a “written request being hereinafter referred to as a "Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed") if the number of Registrable Securities, the Company will use its reasonable efforts to cause the prompt Registration under the Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shallAct, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions II, of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included Conning has requested the Company to register, and in connection therewith, prepare and file on such appropriate form as the Company, in its reasonable discretion, shall determine, a Registration Statement under the Securities Act to effect such Registration. Conning may, at any time prior to the Effective Date of the Registration Statement relating to such Demand Request Registration, revoke such request by providing a written notice to the Company revoking such request and agreeing to pay for disposition the Registration Expenses incurred by the Company with respect to such Registration Statement; provided, however, that Conning shall not be obligated to pay for the Registration Expenses incurred by the Company with respect to such Registration Statement if Conning elects to use one of the Demand Registrations that it is entitled to request under this Section 2.1. With respect to any Registration Statement filed, or to be filed, pursuant to this Section 2.1(a), if the Company shall furnish to Conning a certified resolution of the Board of Directors of the Company stating that in accordance with their good faith judgment it would (because of the intended method existence of, or methods set in anticipation of, any acquisition, financing (debt or equity), merger, sale of assets, recapitalization or other similar corporate activity, or the unavailability for reasons beyond the Company's control of any required audited financial statements, or any other event or condition of similar significance to the Company) be materially disadvantageous (a "Disadvantageous Condition") to the Company or its stockholders for such a Registration Statement to be maintained Effective, or to be filed and become Effective, and setting forth therein as promptly as possible following receipt of a Demand Request. The Issuer the general reasons for such judgment, the Company shall use its reasonable best efforts be entitled to cause such Registration StatementStatement to be withdrawn and the effectiveness of such Registration Statement terminated, including or, in the case of a Shelf Registrationevent no Registration Statement has yet been filed, a subsequent shall be entitled not to file any such Registration Statement, until such Disadvantageous Condition no longer exists; provided, however, that the Company may only declare one (1) Disadvantageous Condition per fiscal year of the Company and any such Disadvantageous Condition may only extend for a period of 60 days. Upon receipt of any such notice of a Disadvantageous Condition, Conning will forthwith discontinue use of the disclosure document contained in such Registration Statement and, if so directed by the Company, Conning will deliver to be declared effective as soon as practicable after filing and to remain effective until the earlier Company all copies, other than permanent file copies then in Conning's possession, of (a) ninety (90) days following the date on which it was declared effectivedisclosure document then covering such Registrable Securities current at the time of receipt of such notice, and, in the case event no Registration Statement has yet been filed, all drafts of an underwritten offering pursuant to the disclosure document covering such Registrable Securities. In the event that the Company shall give any notice of a registration statement on Form S-1 and (b) Disadvantageous Condition, the date on which all of Company shall at such time as it in good xxxxx xxxxx appropriate file a new Registration Statement covering the Registrable Securities that were covered thereby are disposed by such withdrawn Registration Statement, and such Registration Statement shall be maintained Effective for such time as may be necessary so that the period of in accordance effectiveness of such new Registration Statement, when aggregated with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1period during which such initial Registration Statement was Effective, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationssuch time as may be otherwise required by Section 2.1(c).

Demand Registrations. Subject If the Company shall receive at any time a written notice from Holders holding at least fifty percent (50%) of the outstanding Registrable Securities, requesting that the Company effect a registration statement (each, a “Demand Registration Statement”) under the Securities Act with respect to all or a part of the Registrable Securities held by such Holders, then the Company shall: (i) within ten (10) days of the receipt thereof, give written notice of such request to all Holders; and (ii) effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the registration under the Act of all Registrable Securities which such Holders request to be registered by notice to the provisions Company within thirty (30) days of Section 2.1the mailing of the notice sent by the Company (each such registration, this Section 3.1 and Section 3.5, any a “Demand Holder Registration”). If the Holders initiating the Demand Registration request (the “Initiating Holders”) may from time intend to time make 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 and the Company shall include such information in the written request notice to all Holders referred to in the preceding paragraph. The underwriter will be selected by such Holders and shall be reasonably acceptable to Company. All Holders proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this section, if the underwriter advises the Initiating Holders in writing that marketing factors require a “Demand Request”) for (i) registration under limitation of the Securities Act on Form S-1 or any similar long-form registration statement number of shares to be underwritten, then the Initiating Holders shall so advise all or any portion Holders of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3that would otherwise be underwritten pursuant hereto, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities owned by each Holder; provided, however, that the number of Registrable Securities to be registered and included in such underwriting shall not be reduced unless all other securities (including primary securities) are first excluded in their entirety from the intended method or methods underwriting. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a Demand Registration a certificate signed by the Chief Executive Officer of disposition. The Issuer shall, subject the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the provisions of this Article III Company and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file stockholders for a registration statement registering all to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer taking action with respect to such filing for a period of not more than thirty (30) days in the aggregate. In addition, the Company shall not be obligated to effect, or to take any action to effect, any Demand Registration after the Company has effected four (4) Demand Registrations, such registration statements have been declared effective and the sales of Registrable Securities included in under such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand RequestRegistrations have closed. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in No incidental right under this Section 3.1, the Demand Holders 2(e) shall be entitled construed to request an unlimited number of Demand Registrationslimit any other registration required hereunder.

Demand Registrations. Subject (a) At any time after 180 days of the effective date of a registration statement filed in connection with the initial public offering of the Company's Common Stock under the Securities Act (the "IPO"), a Majority Interest may request that the Company register under the Securities Act all or any portion of the Registrable Securities held by such requesting Investors. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Investors holding Registrable Securities, if any, 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 Investor to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the provisions extent provided herein. The Company will use its best efforts to expeditiously effect the registration of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written all Registrable Securities whose holders request (a “Demand Request”) for (i) participation in such registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of and to qualify such Registrable Securities or for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than three (ii3) if times for the Issuer is then eligible to use Form S-3, a Shelf Registration holders of all or any portion of the Registrable Securities under the Securities Act (as a “Demand Registration”)group. No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior Notwithstanding anything to the filing of the registration statement or prospectus supplementcontrary contained herein, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to no request may be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of made under this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) Section 2 within ninety (90) days following after the effective date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and filed by the Company covering a firm commitment underwritten public offering. The Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 2 for a reasonable time period, provided that such postponements shall not exceed ninety (b90) days in the aggregate during any twelve (12) month period, if (i) the date on which all Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors of the Company determines in good faith that such disclosure is not in the best interests of the Company and its shareholders or (ii) the Board of Directors of the Company determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness. A registration will not count as a requested registration under this Section 2(a) until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating Investors; provided, however, that if a majority interest of the participating Investors of Registrable Securities covered thereby are disposed shall request, in writing, that the Company withdraw a registration statement that has been filed under this Section 2(a) but not yet been declared effective because of a material adverse change in the condition, business or prospects of the Company and such request is made promptly after the requesting Investors learn of such change, a majority interest of such Investors may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the method or methods of disposition stated therein. Subject to the conditions procedures set forth in this Section 3.1herein and unless the requesting Investors agree to pay the incremental costs associated with such withdrawal and subsequent reinstatement or filing, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationsit will count as one (1) requested registration.

Demand Registrations. Subject (1) At any time the Company is not eligible to use Form S-3 or any successor thereto, the provisions holders of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder Warrants or Warrant Shares holding not less than 25% of the Warrant Shares (the “Initiating Holders”including Warrants exercisable therefor) may from time to time make a written request (a “Demand Request”) for not (i) registration theretofore effectively registered under the Securities Act on Form S-1 or and disposed of in accordance with the Registration Statement covering any similar long-form registration statement of all or any portion of Registrable Securities such Warrants and Warrant Shares or (ii) if then saleable by the Issuer is then eligible holder thereof pursuant to use Form S-3Rule 144(k) under the Act shall be entitled to make up to four (4) written requests (each, a Shelf Registration “Demand”) of the Company to register all or any portion part of Registrable Securities their Warrant Shares (including Warrant Shares issuable upon exercise of their Warrants), under the Securities Act (a “Demand Registration”). No Demand ) on a Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement Statement on Form S-1 and (b) the date on which or any successor thereof for a public offering of all or any portion of the Registrable Securities covered thereby are disposed of Warrant Shares held by such holder(s) for sale in accordance with the method or methods of disposition stated thereinspecified in such notice, provided, however, that (i) no Demand may be made until at least one hundred eighty (180) calendar days after the effective date of a previous S-3 Registration or a previous registration under which the initiating holders had Piggy-Back Registration Rights and (ii) the Company shall have no obligation to register such Warrant Shares pursuant to this Section 14(b) if (based on the Current Market Price) the number of Warrant Shares specified in such notice (or otherwise proposed to be offered in such registration) would not yield gross proceeds to the selling holders of at least $2,000,000 (based on the Current Market Price). Within ten (10) calendar days after receipt of such Demand, the Company will serve written notice thereof (the “Company Notice”) to all other holders of Warrants and Warrant Shares. Subject to the conditions set forth in this Section 3.1provisions of the next succeeding paragraph, the Company shall include in such Demand Holders shall Registration all Warrant Shares with respect to which the Company receives written requests for inclusion within fifteen (15) calendar days after the delivery of the Company Notice. If any of the Warrant Shares registered pursuant to a Demand Registration are to be entitled sold in one or more firm commitment underwritten offerings, the Company will also provide written notice to holders of securities of the Company other than the holders of the Warrants and the Warrant Shares, if any, who have piggyback registration rights with respect thereto and will permit all such holders who request an unlimited to be included in the Demand Registration to include any or all securities of the Company held by such holders in such Demand Registration on the same terms and conditions as the Warrant Shares. Notwithstanding the foregoing, if the managing underwriter or underwriters of the offering to which such Demand Registration relates advises the Company that the total amount of Warrant Shares and securities that such holders of securities of the Company (other than holders of the Warrant Shares) intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering and/or exceeds the number of securities which can be sold in such offering, then (i) first, the amount of securities to be offered for the account of the holders of such other securities of the Company will be reduced, to zero if necessary (pro rata among such holders on the basis of the amount of such other securities to be included therein by each such holder), and (ii) second, the number of Warrant Shares included in such Demand RegistrationsRegistration will, if necessary, be reduced and there will be included in such firm commitment underwritten offering only the number of Warrant Shares that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such offering and/or exceeding the number of securities which can be sold in such offering, allocated pro rata among the holders of the Warrants and Warrant Shares on the basis of the number of Warrants or Warrant Shares held by each such holder.

Demand Registrations. Subject to (1) At any time after November 30, 2002, a Specified Percentage of the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (Warrant Holders may request in writing that the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) Borrower effect the registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion part of such Warrant Holder's or Warrant Holders' Registrable Securities, specifying in the request the number and type of Registrable Securities or to be registered by each such holder and the intended method of disposition thereof (ii) if such notice is hereinafter referred to as a "Holder Request"), with such offering of securities to have a value of at least $3,000,000. Upon receipt of such Holder Request, the Issuer is then eligible Borrower will promptly give written notice of such requested registration to use Form S-3, a Shelf Registration of all or any portion other holders of Registrable Securities, which other holders shall have the right to include the Registrable Securities held by them in such registration and thereupon each Borrower will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act (of the Registrable Securities which the Borrower has been so requested to register by such Warrant Holders; provided, however, that the Borrower shall not be obligated to effect more than two registrations pursuant to this Section 16.10(a), and provided, further, that the Borrower shall not be obligated to effect a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filedpursuant to this Section 16.10(a) if unless the number of Registrable Securities requested to be registered is fewer than such number pursuant to all Holder Requests shall be equal to at least thirty percent (30%) of all shares of Class A Common Stock that have a value (based on issued or issuable upon the closing price on the trading day immediately prior to the filing exercise of the registration statement or prospectus supplementWarrants; provided, as applicable) of $50,000,000. Demand Requests further, that the Borrower shall specify the amount of Registrable Securities be entitled to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file postpone effecting a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts up to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationsonce during any twelve-month period.

Demand Registrations. Subject to Commencing upon the provisions earlier of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement consummation of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number an initial public offering of shares of Class A Common Stock the Company's stock (an "IPO") or the second anniversary of the Closing (but not within six (6) months of the effective date of a registration statement), if on any occasion one or more holders of Registrable Shares shall notify the Company in writing that it or they intend to offer or cause to be offered for public sale Registrable Shares having an anticipated aggregate offering price of at least $2,000,000 (or $5,000,000 in the case of a registration pursuant to this Section 9.2 with respect to an IPO), the Company will so notify all holders of Registrable Shares, including all holders who have a value right to acquire Registrable Shares. Upon written request of any holder given within twenty (based on 20) days after the closing price on receipt by such holder from the trading day immediately prior to Company of such notification, the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, Company will use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, of the Registrable Shares as may be requested by any holder thereof (including in the case holder or holders giving the initial notice of a Shelf Registration, a subsequent Registration Statement, intent to offer) to be declared effective registered under the Securities Act as soon expeditiously as practicable after filing possible. The Company shall not be required to effect more than two (2) registrations pursuant to this Section 9.2. If the Company determines to include shares to be sold by it or by other selling shareholders in any registration request pursuant to this Section 9.2, such registration shall be deemed to have been a "piggy back" registration under Section 9.1, and not a "demand" registration under this Section 9.2 if the holders of Registrable Shares are unable to remain effective until include in any such registration statement at least seventy-five percent (75%) of the earlier Registrable Shares initially requested for inclusion in such registration statement. The holders of (aRegistrable Shares to be registered in a registered public offering pursuant to this Section 9.2 shall have the right to select the managing underwriter(s) ninety (90) days following the date on which it was declared effectivefor such offering, provided that in the case of an underwritten offering IPO pursuant to this Section 9.2 such underwriter(s) shall be nationally recognized. If, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in the registration statement on Form S-1 and (b) because, in its judgment, such limitation is necessary to effect an orderly public distribution, then the date on which all Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities covered thereby are disposed Shares with respect to which such holder has requested inclusion hereunder; PROVIDED, HOWEVER, that the Company shall not so exclude any Registrable Shares unless it has first excluded any securities to be offered and sold by officers and employees of the Company or by holders who do not have contractual rights to include such securities in accordance such registration prior to or PARi PASSU with the method or methods holders of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand RegistrationsRegistrable Shares.

Demand Registrations. Subject to The Company, (i) upon the provisions reasonable request of Section 2.1FPC, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities time, or (ii) if following the Issuer is then eligible to use Form S-3consummation of an IPO, a Shelf Registration upon the reasonable request of all DLJ or any portion CIRI (by the holders of Registrable Securities under at least 25% of, in the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if case of DLJ, the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing issued or issuable upon exercise of the registration statement or prospectus supplementWarrants or, as applicablein the case of CIRI, the shares of Common Stock originally issued to CIRI) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall(each such party being an "Initiating Party"), subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause register under the Securities Act any reasonable portion of Registrable Securities held by the Initiating Party (including, at the election of such Initiating Party, in an underwritten offering) and bear all expenses in connection with such offering in a manner consistent with Section 3.1.3 below and shall enter into such other agreements in furtherance thereof (each such registration pursuant to this Section 3.1.2, a "Demand Registration"), and the Company shall provide customary indemnifications in such instances (in a manner consistent with the indemnification provisions of this Article III) to the Initiating Party and any such underwriters. FPC shall have the right to initiate up to six (6) Demand Registrations pursuant to this Section 3.1.2. Each of DLJ and CIRI shall have the right to initiate one (1) Demand Registration Statementpursuant to this Section 3.1.2; provided, including that the Company shall not be obligated to effect a Demand Registration on behalf of either of DLJ or CIRI within nine (9) months of the effectiveness of another registration under this Section 3.1. A registration shall not count as a Demand Registration unless and until the registration statement relating thereto has been declared effective by the SEC and not withdrawn. If any Demand Registration requested by FPC is in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case form of an underwritten offering pursuant offering, FPC shall designate the underwriter or underwriters to a registration statement on Form S-1 and (b) be utilized in connection such offering. If the date on which all Demand Registration requested by either of DLJ or CIRI is in the Registrable Securities covered thereby are disposed form of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1an underwritten offering, the Demand Holders Company shall designate an underwriter or underwriters to be utilized in connection such offering, which selection shall be entitled reasonably acceptable to request an unlimited number of Demand RegistrationsDLJ or CIRI, as the case may be."

Demand Registrations. Subject to The Company, following the provisions consummation of Section 2.1an Qualified IPO, this Section 3.1 and Section 3.5, any Demand Holder (upon the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under of Purchasers holding at least 25% of the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3"INITIATING HOLDER(S)"), a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause register under the Securities Act any reasonable portion of Registrable Securities with an aggregate offering price of not less than $100,000 held by the Initiating Holder(s) (including, at the election of such Initiating Holder(s), in an underwritten offering) and bear all Registration StatementExpenses in connection with such offering in a manner consistent with Section 3.1(c) below and shall enter into such other agreements in furtherance thereof (such registration pursuant to this Section 3.1(b), including the "DEMAND REGISTRATION"), and the Company shall provide customary indemnifications in such instances (in a manner consistent with the indemnification provisions of this Article III) to the Initiating Holder(s) and any such underwriters. Purchasers shall have the right to initiate one (1) Demand Registration pursuant to this Section 3.1(b). A registration shall not count as a Demand Registration unless and until the registration statement relating thereto has been declared effective by the SEC and not withdrawn. If the Demand Registration requested by Purchasers is in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case form of an underwritten offering pursuant offering, Purchasers shall designate the underwriter or underwriters to a registration statement on Form S-1 and (b) be utilized in connection such offering, subject to the date on which all consent of the Company not to be unreasonably withheld. Notwithstanding the foregoing, the Company shall not be obligated to effect a Demand Registration if, at the time of such request, all such Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject eligible for sale to the conditions set forth in this Section 3.1public by the Initiating Holder(s) without registration under Rule 144 under the Securities Act, with such sale not being limited by either the Demand Holders shall be entitled to request an unlimited number of Demand Registrationstiming or volume restrictions thereunder.

Demand Registrations. Subject to (a) The Company covenants and agrees with each Holder that if on or after 90 days following the provisions of Section 2.1date hereof, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make Company receives a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement from Holders of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer not less than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing 30% of the registration statement or prospectus supplementthen outstanding Registrable Securities, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following then within 60 days after receipt of a Demand Request. The Issuer such notice (the 60th day after such notice, the "Filing Date") the Company shall use its reasonable best efforts to ----------- file a Registration Statement and cause such Registration StatementStatement to become effective under the Act at the earliest possible date after such notice (such date, including in the case "Effectiveness Date") with respect to the offering and sale or other ------------------ disposition of a Shelf Registration, a subsequent such Registrable Securities as such Holders desire to have covered by such Registration Statement, . The Company shall use its reasonable best efforts to be declared effective as soon as practicable after filing and to remain effective continuously maintain the effectiveness of such Registration Statement until the earlier of (ai) ninety 360 days after the Effectiveness Date or (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (bii) the date on which consummation of the distribution by the Holders of all of the Registrable Securities covered thereby are disposed by such Registration Statement (the "Effectiveness Period"). -------------------- If such Registration is an underwritten registration, and the managing underwriters thereof advise the Company in writing that in their opinion the number of securities requested to be included in accordance with such registration exceeds the method number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the Registrable Securities requested to be included in such registration and (ii) second, other securities of the Company in a primary offering or methods requested to be included in such registration pro rata among the holders of disposition stated thereinsuch securities on the basis of the number of shares of Common Stock owned by each such holder. Subject Notwithstanding anything in this Agreement to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrations.contrary,

Demand Registrations. Subject (a) At any time after the initial public offering of the Company’s Common Stock pursuant to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) an effective registration under the Securities Act on Form S-1 or any similar long-form registration statement of (the “IPO”), a Majority Interest may request that the Company register under the Securities Act all or any portion of the Registrable Securities or held by such Majority Interest; provided that such registration shall not become effective prior to the six month anniversary of the effectiveness of the Company’s IPO. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Holders, who shall then have thirty (ii30) if days to notify the Issuer is then eligible Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Holder to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use Form S-3, a Shelf Registration its best efforts to effect expeditiously the registration of all or any portion of Registrable Securities whose holders request, pursuant to this Section 2, participation in such registration under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of to qualify such Registrable Securities requested for sale under any state blue sky law; provided, however, that the Company shall not be required to be registered is fewer effect registration pursuant to a request under this Section 2 more than such number two (2) times for the holders of shares of Class A Common Stock that have the Registrable Securities as a value (based on the closing price on the trading day immediately prior group. Notwithstanding anything to the filing of the registration statement or prospectus supplementcontrary contained herein, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to no request may be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of made under this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) Section 2 within ninety (90) days following after the effective date on which it was of a registration statement filed by the Company covering a firm commitment underwritten public offering. The Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 2 for a reasonable time period, provided that such postponements shall not exceed ninety (90) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness. A registration will not count as a requested registration under this Section 2(a) until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating Investors; provided, however, that if the Investors holding not less than a majority of the participating Registrable Securities owned by all Investors shall request, in writing, that the Company withdraw a registration statement that has been filed under this Section 2(a) but has not yet been declared effective, a majority in interest of such Investors may thereafter request the case of an underwritten offering pursuant Company to a reinstate such registration statement on Form S-1 and (b) statement, if permitted under the date on which all of the Registrable Securities covered thereby are disposed of Act, or to file another registration statement, in accordance with the method or methods of disposition stated therein. Subject to the conditions procedures set forth in herein. In addition, a registration will not count as a requested registration under this Section 3.1, 2(a) in the Demand Holders shall event that any Registrable Securities sought to be entitled to request an unlimited number of Demand Registrationsincluded by the Investors in such registration are excluded from such registration in accordance with Section 2(b) or Section 4.

Demand Registrations. Subject At any time after the 18 month anniversary of the closing of a Public Offering, Audax and its Affiliates will have the right by written notice delivered to the Company (a "DEMAND NOTICE") to require the Company to register (a "DEMAND REGISTRATION") under and in accordance with the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement shares of Common Stock held by Audax, unless, at the time of such Demand Notice, all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration shares of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities Common Stock requested to be registered is fewer than such pursuant hereto are eligible for resale in accordance with Rule 144 within a three-month period. The Demand Notice will state the number of shares of Class A Common Stock held by Audax requested to be registered. The Company will have no obligation to effectuate more than one Demand Registration pursuant to this Section 5.1; PROVIDED, HOWEVER, that have a value in determining the number of Demand Registrations to which Audax and its Affiliates are entitled, there shall be excluded any Demand Registration (based on 1) that does not become effective or is not maintained effective for the closing price on period required pursuant to Section 5.4(a) or (2) that is an underwritten registration if the trading day immediately prior to total number of shares of Common Stock registered in such offering by Audax (the filing "REGISTERED SHARES") is less than 75% of the registration statement or prospectus supplement, as applicable) number of $50,000,000. Demand Requests shall specify the amount shares of Registrable Securities Common Stock requested to be registered and included therein by Audax (the intended method or methods of disposition. The Issuer shall"ORIGINAL REQUESTED SHARES"); PROVIDED, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this AgreementHOWEVER, use its reasonable best efforts to file a registration statement registering all Registrable Securities included that in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use event, Audax may only exercise its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled right to request an unlimited additional Demand Registration pursuant to this clause (2)(A) one time with respect to a maximum number of Demand Registrationsshares of Common Stock equal to the difference between the Original Requested Shares and the Registered Shares (such requested number of shares of Common Stock, the "ADDITIONAL REQUESTED SHARES") and (B) if such Additional Requested Shares would reasonably be expected to result in aggregate gross proceeds from such offering of not less than $5.0 million.

Demand Registrations. Subject (a) At any time subsequent to the provisions date hereof, the holder or holders of Section 2.1at least fifty percent (50%) of the Registrable Securities then outstanding, this Section 3.1 and Section 3.5on behalf of all holders of Registrable Securities, any Demand Holder (the “Initiating Holders”) may severally from time to time make a written request (a “Demand Request”may notify the Company in writing that such Investor(s) intends to offer for (i) registration under the Securities Act on Form S-1 or public sale any similar long-form registration statement of all or any portion of Registrable Securities or (ii) but only if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such aggregate number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of such Registrable Securities to be registered and offered for public sale is more than fifty percent (50%) of the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following then outstanding). Upon receipt of a Demand Request. The Issuer shall such written notice, the Company will use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, Registrable Securities as may be requested by the Investors to be declared included in a registration statement under the Securities Act. The Company shall not be required to file any registration statement for securities other than shares of Common Stock, although any conversion of Series A Preferred may be conditioned upon such registration statement becoming effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following extent that such conversion or exercise relates to Conversion Shares covered by the date on which it was declared effective, in the case Investor's written notice of an underwritten intended public offering. In the event any registration attempted under this Section 2 pursuant to which the Company would be responsible for the Registration Expenses of the Investors is not consummated, then the Company shall pay such expenses and shall remain responsible for such expenses of the Investors with respect to two (2) consummated registrations made under this Section 2; provided, however, that if a registration attempted under this Section 2 is not consummated solely as a result of the withdrawal of the Investors requesting such registration, unless such Investors reimburse the Registration Expenses incurred by the Company such registration statement shall count against the two (2) registration statements that the Company is required to a consummate. The Investors covered by the registration statement who desire to do so may sell such Registrable Securities in an offering pursuant to this Section 2 that is underwritten ("Underwritten Offering"). In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the holders of a registration statement on Form S-1 and (b) the date on which all majority of the Registrable Securities covered thereby are disposed included in such offering, subject to approval of in accordance with the method or methods of disposition stated therein. Subject Company not to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationsunreasonably withheld.

Demand Registrations. Subject to (a) At any time after the provisions earlier of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) the 3rd anniversary of the date hereof or (ii) the date of the Company's initial public offering of its Common Stock pursuant to an effective registration under the Securities Act on Form S-1 (the "IPO"), a Majority Interest of the Investors may notify the Company that they intend to offer or any similar long-form registration statement of cause to be offered for public sale, and request that the Company register under the Securities Act for public sale, all or any portion of the Registrable Securities or held by the Investors in the manner specified in such notice; provided, however, that in the case of such a request pursuant to clause -------- ------- (ii) if above, such registration may not become effective prior to the Issuer date which is then eligible the earlier of six (6) months after the date of the Company's IPO and the date that any applicable Holdback Period (as defined hereinafter) or other lockup period applicable to use Form S-3such IPO expires. Upon receipt of such request, a Shelf Registration the Company shall promptly deliver notice of such request to all or any portion of Persons holding Registrable Securities under who shall then have thirty (30) days to notify the Company in writing of their desire to have Registrable Securities Act held by them included in such registration (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if which response shall specify the number of Registrable Securities requested proposed to be registered is fewer than included in such number 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 shares any Person to include Registrable Securities in such registration shall be conditioned upon such Person's participation in such underwritten public offering and the inclusion of Class A Common Stock that have a value (based on such Person's Registrable Securities in the closing price on the trading day immediately prior underwritten public offering to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of dispositionextent provided herein. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, Company will use its commercially reasonable best efforts to file expeditiously effect the registration under the Securities Act of all Registrable Securities of each holder who requested inclusion of such holders Registrable Securities in such registration and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to -------- ------- effect more than two (2) registrations pursuant to requests under this Section 2(a). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within sixty (60) days after the effective date of a registration statement registering all filed by the Company covering a firm commitment underwritten public offering. The Company may postpone the filing or the effectiveness of any registration statement required to be filed pursuant to this Section 2 for a reasonable time period, provided that such postponements -------- shall not exceed sixty (60) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Company is then in possession of material non-public information the disclosure of which the Board of Directors has determined would have a material adverse effect upon the Company or its then current business plans. 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 holders; provided, however, that a majority in interest of the -------- ------- participating holders of Registrable Securities included may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) but not yet been declared effective, and a majority in interest of such Demand Request for disposition holders may thereafter request the Company to reinstate such Registration Statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the intended method or methods procedures set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including herein and without reduction in the case number of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in demand registrations permitted under this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrations.2(a);

Demand Registrations. Subject (a) Beginning on the date which is 270 days after the date of this Agreement, upon the receipt of a written request from the holders of a majority of the Investor Registrable Securities ("Initiating Investors") that the Corporation file a Registration Statement under the Act covering the registration for the offer and sale of all or part of such Initiating Investors' Registrable Securities (an "Investor Demand Registration"), as soon as practicable, the Corporation shall give written notice to all other Holders of such Investor Demand Registration and shall cause all Registrable Securities that the Initiating Investors have requested be registered to be registered under the Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. A maximum of two such Investor Demand Registrations may be effected pursuant to this Section 2(a), and a registration requested pursuant to this Section 2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective, remained continuously effective without interruption in accordance with the provisions of Section 2.15(a) hereof, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Registered Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are have been disposed of in accordance with the method or methods plan of disposition stated distribution set forth therein. Subject The Initiating Investors may terminate an Investor Demand Registration prior to the conditions filing of a Registration Statement relating thereto, or require the Corporation to withdraw promptly any Registration Statement which has been filed pursuant to this Section 2 but which has not become effective under the Act, and such registration shall not be deemed to be an Investor Demand Registration if either (i) it agrees to pay the costs and expenses of such registration as set forth in this Section 3.18 below or (ii) such withdrawal is accompanied by notice from the Initiating Investors that, in the Demand Holders shall be entitled good faith exercise of its reasonable judgment, there has occurred either (x) a material adverse change in the business, results of operations, financial condition or prospects of the Corporation, (y) a material adverse change in the United States financial markets which makes it inadvisable to request an unlimited number of Demand Registrationsproceed with the registration, or (z) a misstatement or omission in any preliminary prospectus which makes it inadvisable to proceed with the registration.

Demand Registrations. Subject to (a) On any six (6) occasions after the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder date which is one hundred eighty (180) days after the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing date of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions execution of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject subject to the conditions set forth in this Section 3.1Agreement, one or more Holders holding at least forty percent (40%) of the Registrable Securities then held by all Holders (the "Demand Threshold") may request (the "Initiating Holders") that the Company cause to be filed with the Commission and cause to become effective a registration statement (a "Demand Registration Statement") under the Securities Act relating to the sale by such Holders of their Registrable Securities in accordance with the terms hereof; provided, however, that until the first anniversary of the date hereof, only a Richmont Party can make any such demand; and provided further that any Richmont Party may request the Company to file and cause to become effective a Demand Registration Statement if such request is for the registration of all of such Richmont Party's Registrable Securities, notwithstanding the fact that such Richmont Party's Registrable Securities are less than the Demand Threshold. Upon receipt of any such request, the Demand Company shall give written notice of such proposed registration to all Holders of Registrable Securities. Such Holders shall have the right, by giving written notice to the Company within fifteen (15) business days after such notice referred to in the preceding sentence has been given by the Company, to elect to have included in the Demand Registration Statement such of their Registrable Securities as each Holder may request in such notice of election. Thereupon, the Company shall as soon as practicable thereafter cause such Demand Registration Statement to be entitled filed and declared effective by the Commission for all Registrable Securities which the Company has been requested to request register. The Company shall in no event be obligated to effect under this Section 2 more than six (6) demand registrations. If the managing underwriter of an unlimited underwritten offering with respect to which registration has been requested by any Holder pursuant to this Section 2 has advised the Company that, in such underwriter's good faith judgment, the number of Demand Registrationssecurities to be sold in such offering by the Company and persons other than the Company (collectively, "Selling Stockholders") is greater than the number which can be offered without adversely affecting such offering, then the Company may reduce the number of securities to be included in such offering to a number deemed satisfactory by the managing under writer, provided, however, that the securities to be excluded shall be determined in the following order of priority: first, securities held by any Selling Stockholder not having contractual, incidental registration rights; second, securities held by any Selling Stockholder (not including the Holders) participating in such offering pursuant to the exercise of contractual piggyback registration rights (other than pursuant to the Merkxxx Xxxeement or the Monroe Agreement), as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders); third, securities the Company proposes to sell and other securities of the Company included in such registration and; fourth, securities held by any Holder participating in such registration pursuant to the exercise of the demand registration rights set forth in this Section 2, and any Selling Stockholder participating in such offering pursuant to the exercise of piggyback registration rights under the Merkxxx Xxxeement or the Monroe Agreement, as determined on a pro rata basis (based upon the aggregate number of securities held by such Holders or Selling Stockholders, as the case may be).

Demand Registrations. (a) At any time and from time to time, the Summa Investor(s) (the “Initiating Holder(s)”) may request in writing that the Company register under the Securities Act all or any portion of the Registrable Securities held by the Initiating Holder(s); provided that no Registration Statement need be filed with the Commission (for the avoidance of doubt, this proviso excludes any Registration Statement confidentially submitted to the Commission) prior to the expiration of any “lock-up agreement” entered into with an underwriter in connection with the IPO (unless waived by such underwriter). Upon receipt of such written request, which shall specify the intended method of distribution thereof, the Company shall as soon as possible and in any case within three (3) days deliver notice (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”) thereof to all Holders (other than the Initiating Holder(s)), if any, who shall then have three (3) Business Days to notify the Company in writing of their desire to be included in such registration. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Demand Registration. A Holder who is, or who is controlled by any person who is, an employee of the Company or its Subsidiaries may participate in a Demand Registration pursuant to this Section 2.1(a) within the Restrictive Period, only if and to the extent the aggregate of (i) the Registrable Securities such Holder will include in such Demand Registration and (ii) the Common Shares such Holder has sold, transferred, assigned, distributed or otherwise conveyed prior to such Demand Registration does not exceed the Maximum Amount of Shares (and where the Initiating Holder(s) shall have the full and absolute discretion to determine the extent by which any cutbacks are required and which Holders will be affected), unless otherwise agreed by the Initiating Holder(s). Subject to the provisions of Section 2.1‎2.5 below, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests Company shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in for such Demand Request for disposition in accordance with the intended method or methods set forth therein of distribution, as promptly as possible following receipt practicable, but not later than (x) sixty (60) days after such Demand Notice in the case of a registration with a Long-Form Registration Statement and (y) thirty (30) days after such Demand Request. The Issuer Notice in the case of a registration with a Short-Form Registration Statement, and in each case shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, registration statement to be declared effective under the Securities Act as soon promptly as practicable after the filing and thereof (subject to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all proviso of the Registrable Securities covered thereby are disposed first sentence of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrations‎2.1(a)).

Demand Registrations. Subject to (a) If, after 120 days following the provisions date of Section 2.1the final prospectus for an initial public offering of equity securities of the Company, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make Company shall receive a written request (specifying that it is being made pursuant to this Section 2(a)) from Stockholders owning in excess of 50% of the then-outstanding Registrable Converted Shares requesting that the Company file a “Demand Request”) registration statement under the Securities Act, or a similar document pursuant to any other statute then in effect corresponding to the Securities Act, covering the registration of Registrable Converted Shares then owned by such Stockholders, then the Company shall, not later than 75 days after receipt by the Company of such a written request, file a registration statement with the Commission for the Registrable Converted Shares as to which such request relates and the Company shall use its best efforts to cause the offering of such Registrable Converted Shares to be registered under the Securities Act; provided, however, that (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement effective date of all or any portion such Registration Statement shall not occur prior to the one hundred eighty- first day after the date of Registrable Securities or the final prospectus for the initial public offering of equity securities of the Company, (ii) if the Issuer is then eligible aggregate market value of the Registrable Converted Shares registered pursuant to use Form S-3this Section 2(a) shall not exceed $2,300,000 and (iii) the Company shall not be required to effect more than one demand registration pursuant to this Section 2(a). For purposes of this Agreement, the `market value' of a Shelf Registration Registrable Converted Share as of all a specified date shall be the average of the closing prices per share of $.01 par Common Stock on the Nasdaq National Market or any portion national securities exchange during the ten trading days preceding such date. If the market value of Registrable Securities under Converted Shares that Stockholders request to be included in an offering made pursuant to this Section 2(a) exceeds $2,300,000, then the Securities Act (a “Demand Registration”). No Demand Registration Company will include in such registration only Registrable Converted Shares the market value of which shall not exceed $2,300,000, selected from the Registrable Converted Shares requested to be consummated (and no included in such registration statement with respect thereto will be filed) if pro rata based on the number of Registrable Securities requested to be registered is fewer than such number --- ---- Converted Shares each of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the them then owns. No registration statement or prospectus supplement, initiated hereunder shall count as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer under this Section 2(a) unless and until it shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be have been declared effective as soon as practicable after filing and to remain effective until by the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand RegistrationsCommission.

Demand Registrations. Subject to On any two (2) occasions after the provisions date which is one hundred eighty (180) days after the consummation by the Company of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement an initial public offering of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shallStock, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Agreement, including without limitation the conditions set forth in Section 3.12(b) below, Holders holding at least forty percent (40%) of the Registrable Securities then held by all Holders may request that the Company cause to be filed with the Commission and cause to become effective a registration statement (a "Demand Registration Statement") under the Securities Act relating to the sale by such Holders of their Registrable Securities in accordance with the terms hereof. Upon receipt of any such request, the Demand Company shall give written notice of such proposed registration to all Holders of Registrable Securities. Such Holders shall have the right, by giving written notice to the Company within fifteen (15) business days after such notice referred to in the preceding sentence has been given by the Company, to elect to have included in the Demand Registration Statement such of their Registrable Securities as each Holder may request in such notice of election. Thereupon, the Company shall as soon as practicable thereafter cause such Demand Registration Statement to be entitled filed and declared effective by the Commission for all Registrable Securities which the Company has been requested to request register. The Company shall in no event be obligated to effect under this Section 2 more than two (2) demand registrations. If the managing underwriter of an unlimited underwritten offering with respect to which registration has been requested by any Holder pursuant to this Section 2 has advised the Company that, in such underwriter's good faith judgment, the number of Demand Registrationssecurities to be sold in such offering by persons other than the Company (collectively, "Selling Stockholders") is greater than the number which can be offered without adversely affecting such offering, then the Company may reduce the number of securities to be included in such offering for the accounts of Selling Stockholders to a number deemed satisfactory by the managing underwriter, provided, however, that the securities -------- ------- to be excluded shall be determined in the following order of priority: first, securities held by any Selling Stockholder not having contractual, incidental registration rights; second, securities held by any Selling Stockholder (not including the Holders) participating in such offering pursuant to the exercise of contractual piggyback registration rights (other than pursuant to the Registration Rights Agreement by and among the Company and the stockholders of Xxxxxxx Enterprises, Inc. (the "Xxxxxxx Agreement"), as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders); and third, securities held by (i) any Selling Stockholder participating in such offering pursuant to the exercise of piggyback registration rights under the Xxxxxxx Agreement and (ii) any Holder participating in such registration pursuant to the exercise of the demand registration rights set forth in this Section 2, as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders and such Holders).

Demand Registrations. Subject If at any time following the date which is six months after the Company's initial public offering, one or more of the holders 4 of an aggregate of not less than 20% of the Registrable Securities then outstanding shall notify the Company in writing that it or they intend to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time offer or cause to time make a written request (a “Demand Request”) be offered for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of public sale all or any portion of their Registrable Securities or (ii) if Securities, the Issuer is then eligible to use Form S-3, a Shelf Registration Company will notify all of all or any portion the holders of Registrable Securities who would be entitled to notice of a proposed registration under the terms of this Agreement. Upon the written request of any such holder after receipt from the Company of such notification, the Company shall either: (A) elect to make a primary offering, in which case the rights of Holders shall be as set forth with respect to a primary offering in Section 2(a) and such registration shall be deemed to be a registration under Section 2(a) and not a registration hereunder (in which event the Company shall not be required to cause a registration statement requested pursuant to this Section 2(b) to become effective prior to 90 days following the effective date of the registration statement initiated by the Company under Section 2(a)); or (B) file as soon as practicable, and in any event within 60 days of the receipt of such written request, a registration statement, and use its best efforts to cause to become effective the registration of such Registrable Securities as may be requested by any holders (including the holder or holders giving the initial notice of intent to register hereunder) to be registered under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt terms of a Demand Requestthis Section 2(b). The Issuer Anything herein to the contrary notwithstanding, the Company shall use its reasonable best efforts be obligated to cause such Registration Statementcomply with this Section 2(b) on two occasions only. Notwithstanding the foregoing, including in if the case of a Shelf Registration, a subsequent Registration Statement, Company shall furnish to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to holders requesting a registration statement on Form S-1 and (bpursuant to this Section 2(b) a certificate signed by the date on which all Chairman of the Registrable Securities covered thereby are disposed Board stating that in the good faith judgment of in accordance with the method or methods Board of disposition stated therein. Subject Directors of the Company, it would be seriously detrimental to the conditions set forth Company and its stockholders for such registration statement to be effected at such time, in this Section 3.1, which event the Demand Holders Company shall have the right to defer such filing for a period of not more than one hundred and twenty (120) days after receipt of the request of the holders; provided that such right to delay a request shall be entitled to request an unlimited number of Demand Registrationsexercised by the Company not more than once in any twelve (12) month period.

Demand Registrations. Subject to (a) Purchaser, or after the provisions of Section 2.1Resale Date, this Section 3.1 and Section 3.5the Required Holders, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) to the Company for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act with the Commission for a public offering of Registrable Securities (a “"Demand Registration”"); provided, however, that the Holders shall have the right to only two Demand Registrations of all or any part of their Registrable Securities. No Whenever the Company shall receive a request for a Demand Registration Registration, the Company will be consummated (and no promptly give written notice of such registration statement to all Holders, use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities with respect thereto to which the Company has received written requests for inclusion therein within 30 days after such notice is given; provided, however, that the Company will not be filedrequired to take any action pursuant to this Section 3.1: (i) if the number Company has effected a registration pursuant to Sections 2, 3.1 or 3.2 within the 180-day period preceding such request which permitted Holders of Registrable Securities to register Registrable Securities; (ii) if the Company shall at the time have effective a Shelf Registration Statement pursuant to which the Holder or Holders that requested registration could effect the disposition of such Holder's or Holders' Registrable Securities in the manner requested; or (iii) during the pendency of any Suspension Period permitted under Section 3.1(c); and provided further, that the Company will be permitted to satisfy its obligations under this Section 3.1 by amending (to the extent permitted by applicable law) any Registration Statement previously filed by the Company under the Securities Act so that such Registration Statement (as amended) will permit the disposition in accordance with the intended methods of disposition as specified as aforesaid) of all of the Registrable Securities for which a Demand Registration has been made under this Section 3.1. If the Company so amends a previously filed Registration Statement, it will be registered is fewer than such deemed to have effected a registration for purposes of this Section 3.1. All requests made pursuant to this Section 3.1(a) will specify the number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and will also specify the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationsthereof.

Demand Registrations. Subject to the provisions of Section 2.1(a) Requests for Registration. At any time, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) the holders of a ------------------------- majority of the Original Registrable Securities or the holders of a majority of the Series A Preferred Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement ("Long-Form Registrations"), (ii) the ----------------------- holders of a majority of the Original Registrable Securities or the holders of a majority of the Series A Preferred Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-2 or S-3 or any similar short-form registration (ii"Short- ----- Form Registrations") if the Issuer is then eligible to use Form S-3available, and (iii) any of Golder, Thoma, Xxxxxxx, ------------------ Xxxxxx Fund V, L.P., The 1818 Fund III, L.P. or Co-Investment Partners, L.P. (each, a Shelf Registration "Qualified Holder") may request registration under the Securities Act ---------------- of all or any portion of its Registrable Securities. All registrations requested pursuant to this paragraph 1(a) are referred to herein as "Demand ------ Registrations." Demand Registrations shall be made on a short form whenever the ------------- Company is permitted to do so. Notwithstanding anything herein to the contrary, a Demand Registration may not be requested pursuant to this paragraph 1(a) unless the Registrable Securities under the Securities Act (a “Demand Registration”). No initially requested to be included in such Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if have an aggregate offering value of at least $20.0 million. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered is fewer than and the anticipated per share price range for such number offering. Within ten days after receipt of shares any such request, the Company shall give written notice of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior such requested registration to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount all other holders of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a shall include in such registration statement registering all Registrable Securities included in such Demand Request with respect to which the Company has received written re quests for disposition in accordance with inclusion therein within 15 days after the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand RegistrationsCompany's notice.

Demand Registrations. Subject Upon written notice to the provisions of Section 2.1Company delivered by the Lead Investor, this Section 3.1 at any time from and Section 3.5, any Demand Holder (after the “Initiating Holders”) may Closing Date and from time to time make (each such notice, a written request ("Demand Notice" and the date(s) the Lead Investor delivers a “Demand Request”) Notice to the Company, each a "Demand Date"), the Lead Investor may require the Company, to register up to the Demand Required Registration Amount of Demand Registrable Securities not previously registered on a Demand Registration Statement hereunder for resale pursuant to a Demand Registration Statement. The Company shall then (i) registration under within two (2) Business Days after the Securities Act applicable Demand Date, give written notice thereof to all Investors other than the Lead Investor and (ii) prepare, and, as soon as practicable but in no event later than the applicable Demand Filing Deadline, file with the SEC a Demand Registration Statement on Form S-1 S-3 (or the applicable form) covering the resale of all of the Demand Registrable Securities set forth in the Demand Notice. Upon receipt of a notice by the Company pursuant to clause (i) of the immediately preceding sentence, any similar long-form registration statement Investor may notify the Company in writing within five (5) Business Days of receipt of such notice from the Company that it wishes to have all or any portion of its Demand Registrable Securities or (ii) included in the applicable Demand Registration Statement, and the Company shall treat each such Investor's Demand Registrable Securities as if such Demand Registrable Securities were included in the Issuer applicable Demand Notice. In the event that Form S-3 is then eligible to unavailable for such a registration, the Company shall use Form S-3S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, a Shelf Registration in accordance with the provisions of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”Section 2(e). No Each Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if Statement prepared pursuant hereto shall register for resale at least the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registrationapplicable Demand Notice, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effectiveshall not exceed, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1aggregate, the Demand Holders shall be entitled to request an unlimited number of Demand Registrations.Required

Demand Registrations. Subject to 3.1.1 If the provisions of Section 2.1, this Section 3.1 and Section 3.5, Company shall receive at any Demand Holder (time after the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for earlier of: (i) registration under four (4) years from the Securities Act on Form S-1 or any similar long-form registration statement date of all or any portion of Registrable Securities this Agreement; or (ii) if six (6) months after the Issuer is then eligible effective date of the first registration statement for a public offering of securities of the Company, other than a registration statement relating to use Form S-3the sale of securities to employees of the Company pursuant to a stock option plan, stock purchase plan or other similar plan ("IPO"), a Shelf Registration written request from: (I) the Holders of all a majority in interest of the Registrable Securities which are issued or any portion issuable to Clal, Courses, the Ampal Group, the JVP Group and the Challenge Group (collectively the "NON H PREFERRED DEMANDING SHAREHOLDERS"); (II) the holders of the majority of the Series H Preferred Shares (the "H PREFERRED DEMANDING SHAREHOLDERS"); or (III) the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding (in each case the "INITIATING HOLDERS"), that the Company file a registration statement under the Act covering the registration of Registrable Securities having an aggregate offering price, net of the underwriting discounts and commissions, in excess of USD$5,000,000 (five million), then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all other Holders. If Holders other than the Initiating Holders ("JOINING HOLDERS") intend to participate in the registration under this subsection, they shall notify the Securities Act Company in writing (a “Demand Registration”). No Demand Registration will be consummated the "REPLY") within twenty (20) days following receipt of the Company's notice and no registration statement with respect thereto will be filed) if shall include in their Reply the number of Registrable Securities they desire to register. The Company shall effect as soon as practicable, and in any event shall use its best efforts to effect within sixty (60) days of the receipt of such request of the Initiating Holders, the registration under the Act of all Registrable Securities which the Holders requested to be registered is fewer as aforesaid. No more than such number of shares of Class A Common Stock that have a value three (based on the closing price on the trading day immediately prior 3) requests shall be made pursuant to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of Section 3.1: (a) ninety one (901) days following of which is reserved for the date on which it was declared effective, in the case of an underwritten offering pursuant to Non H Preferred Demanding Shareholders as a registration statement on Form S-1 and group; (b) one (1) of which is reserved for the date on which all majority of the Holders of Registrable Securities covered thereby are disposed Securities; and (c) one (1) of in accordance with which is reserved for the method or methods holders of disposition stated thereinthe majority of the Series H Preferred Shares. Subject to the conditions set forth prior approval of the Board the provisions of Section 3 shall also apply in this the event that the Initiating Holders request to participate in the IPO by selling any or all of their shares provided that the underwriters determine, in their sole discretion, that such participation will not materially and adversely affect the success of the offering by the Company. Such inclusion shall not be treated as a demand for the purposes of Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrations3.

Demand Registrations. Subject to (a) On any two (2) occasions after the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions date of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject subject to the conditions set forth in this Agreement, including without limitation the conditions set forth in Section 3.12(b) below, one or more Holders holding at least forty percent (40%) of the Registrable Securities then held by all Holders may request (the "Initiating Holders") that the Company cause to be filed with the Commission and cause to become effective a registration statement (a "Demand Registration Statement") under the Securities Act relating to the sale by such Holders of their Registrable Securities in accordance with the terms hereof. Upon receipt of any such request, the Demand Company shall give written notice of such proposed registration to all Holders of Registrable Securities. Such Holders shall have the right, by giving written notice to the Company within fifteen (15) business days after such notice referred to in the preceding sentence has been given by the Company, to elect to have included in the Demand Registration Statement such of their Registrable Securities as each Holder may request in such notice of election. Thereupon, the Company shall as soon as practicable thereafter cause such Demand Registration Statement to be entitled filed and declared effective by the Commission for all Registrable Securities which the Company has been requested to request register. The Company shall in no event be obligated to effect under this Section 2 more than two (2) demand registrations. If the managing underwriter of an unlimited underwritten offering with respect to which registration has been requested by any Holder pursuant to this Section 2 has advised the Company that, in such underwriter's good faith judgment, the number of Demand Registrations.securities to be sold in such offering by the Company and persons other than the Company (collectively, "Selling Stockholders") is greater than the number which can be offered without adversely affecting such offering, then the Company may reduce the number of securities to be included in such offering to a number deemed satisfactory by the managing underwriter, provided, however, that the securities to be excluded shall be determined in the following order of priority: first, securities held by any Selling Stockholder not having contractual, incidental registration rights; second, securities held by any Selling Stockholder (not including the Holders) participating in such offering pursuant to the exercise of contractual piggyback registration rights (other than pursuant to the Merkxxx Xxxeement or the Richmont Agreement), as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders); third, securities the Company proposes to sell and other securities of the Company included in such registration; fourth, securities held by (i) any Selling Stockholder participating in such offering

Demand Registrations. Subject (a) Commencing upon the earlier of (x) one year after the completion of an underwritten public offering of Class B Common Stock or (y) the second anniversary of the date hereof, and until such time as the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), the provisions Holders of Section 2.140% of the Registrable Shares then outstanding may request, this Section 3.1 and Section 3.5in writing, any Demand Holder (that the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) Company effect the registration under the Securities Act on Form S-1 or any similar long-form registration statement of all Form S-2 (or any portion successor form) of Registrable Securities or (ii) if Shares owned by the Issuer is then eligible to use Form S-3Holders; PROVIDED, a Shelf Registration HOWEVER, that the minimum aggregate offering price of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested Class B Common Stock to be registered is fewer than by such Holders equals $10,000,000 (prior to deductions for underwriting discounts and commissions). Any such request pursuant to Section 2(a) shall be in writing and shall state the number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities Shares to be registered disposed of and the intended method or methods of dispositiondisposition of such shares by such Holder. The Issuer If a Holder elects to distribute its Registrable Shares by means of an underwriting, it shall so advise the Company in its request. Thereupon, the Company shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreementas expeditiously as possible, use its reasonable best efforts to file a registration statement registering effect the registration, on Form S-1 or Form S-2 (or any successor form), of all Registrable Securities Shares which the Company has been requested so to register. The Company shall not be required to effect more than two (2) registrations pursuant to this Section 2(a) (each, a "Permitted Registration"). A registration shall not count as one of the Permitted Registrations under this Section 2(a) until it has become effective, and any registration pursuant to Section 2(a) shall not count as one of the Permitted Registrations unless the Holders of Registrable Shares are able to register and sell 75% or more of the Registrable Shares requested to be included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Requestregistration. The Issuer Company shall use its reasonable best efforts not be required to cause such effect any registration pursuant to this Section 2(a) within six months after the effective date of any other Registration Statement, including in Statement of the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of Company for an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand RegistrationsClass B Common Stock.

Demand Registrations. Subject (a) If, following the date hereof, 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, the Holder shall have the right by delivering a written notice to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request Company (a “Demand RequestNotice”) for (i) registration to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion the number of Registrable Securities or (ii) if Beneficially Owned by the Issuer is then eligible Holder and requested by such Demand Notice to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act be so registered (a “Demand Registration”). No Demand Registration will be consummated ; provided, however, that (and no registration statement with respect thereto will be filedi) if the number of Demand Registrations (together with any Shelf Offerings) in any 12-month period shall not exceed one and (ii) the Company shall not be required to register the Registrable Securities requested by the Demand Notice unless the Holder has requested to be registered is fewer than such number offer at least the lesser of shares (A) 50 million Conversion Shares (inclusive of Class A Common Stock that have Conversion Shares underlying any principal amount of the Notes requested to offer) or (B) Registrable Securities having a fair market value (based on (i) in the case of any Conversion Shares included in the request, upon the closing price of the Conversion Shares quoted on the principal securities exchange on which such Conversion Shares are listed on the trading day immediately prior preceding the date upon which the Holder delivers a Demand Notice to the filing of the registration statement or prospectus supplementCompany, as applicableand (ii) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registrationany principal amount of the Notes included in the request, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until upon the earlier value of (a) ninety (90) days following the underlying Conversion Shares based upon the closing price of the Conversion Shares quoted on the principal securities exchange on which such Conversion Shares are listed on the trading day immediately preceding the date on upon which it was declared effective, the Holder delivers a Demand Notice to the Company) of $500 million in such Demand Registration. The Demand Notice shall also specify the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the expected method or methods of disposition stated therein. Subject to of the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationsapplicable Registrable Securities.

Demand Registrations. Subject (1) At any time the Company is not eligible to use Form S-3 or any successor thereto, the provisions holders of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder Warrants or Warrant Shares holding not less than 25% of the Warrant Shares (the “Initiating Holders”including Warrants exercisable therefor) may from time to time make a written request (a “Demand Request”) for not (i) registration theretofore effectively registered under the Securities Act and disposed of in accordance with the Registration Statement covering any such Warrants and Warrant Shares or (ii) then saleable by the holder thereof pursuant to Rule 144(k) under the Act shall be entitled to make up to four (4) written requests (each, a "Demand") of the Company to register all or part of their Warrant Shares (including Warrant Shares issuable upon exercise of their Warrants), under the Act (a "Demand Registration") on a Registration Statement on Form S-1 or any similar long-form registration statement successor thereof for a public offering of all or any portion of Registrable Securities or (iithe Warrant Shares held by such holder(s) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of sale in accordance with the method or methods of disposition stated thereinspecified in such notice, provided, however, that (i) no Demand may be made until at least one hundred eighty (180) calendar days after the effective date of a previous S-3 Registration or a previous registration under which the initiating holders had Piggy-Back Registration Rights and (ii) the Company shall have no obligation to register such Warrant Shares pursuant to this Section 14(b) if (based on the Current Market Price) the number of Warrant Shares specified in such notice (or otherwise proposed to be offered in such registration) would not yield gross proceeds to the selling holders of at least $2,000,000 (based on the Current Market Price). Within ten (10) calendar days after receipt of such Demand, the Company will serve written notice thereof (the "Company Notice") to all other holders of Warrants and Warrant Shares. Subject to the conditions set forth in this Section 3.1provisions of the next succeeding paragraph, the Company shall include in such Demand Holders shall Registration all Warrant Shares with respect to which the Company receives written requests for inclusion within fifteen (15) calendar days after the delivery of the Company Notice. If any of the Warrant Shares registered pursuant to a Demand Registration are to be entitled sold in one or more firm commitment underwritten offerings, the Company will also provide written notice to holders of securities of the Company other than the holders of the Warrants and the Warrant Shares, if any, who have piggyback registration rights with respect thereto and will permit all such holders who request an unlimited to be included in the Demand Registration to include any or all securities of the Company held by such holders in such Demand Registration on the same terms and conditions as the Warrant Shares. Notwithstanding the foregoing, if the managing underwriter or underwriters of the offering to which such Demand Registration relates advises the Company that the total amount of Warrant Shares and securities that such holders of securities of the Company (other than holders of the Warrant Shares) intend to include in such Demand Registration is in the aggregate such as to materially and adversely affect the success of such offering and/or exceeds the number of securities which can be sold in such offering, then (i) first, the amount of securities to be offered for the account of the holders of such other securities of the Company will be reduced, to zero if necessary (pro rata among such holders on the basis of the amount of such other securities to be included therein by each such holder), and (ii) second, the number of Warrant Shares included in such Demand RegistrationsRegistration will, if necessary, be reduced and there will be included in such firm commitment underwritten offering only the number of Warrant Shares that, in the opinion of such managing underwriter or underwriters, can be sold without materially and adversely affecting the success of such offering and/or exceeding the number of securities which can be sold in such offering, allocated pro rata among the holders of the Warrants and Warrant Shares on the basis of the number of Warrants or Warrant Shares held by each such holder.

Demand Registrations. Subject to the provisions of Section 2.1, this Section 3.1 and Section 3.5, (a) At any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration in the case of the holders of CRP Registrable Securities, that the Company is or becomes subject to Section 13 or Section 15(d) of the Exchange Act, and (ii) in the case of the holders of ABRY Registrable Securities, on or after the earlier of (x) two 3 years from the date hereof and (y) the date upon which the price for the Common Stock has reached $5.36, per share, each of the Majority CRP Holders and the Majority ABRY Holders, as applicable, may cause the Company, by delivery of written notice to the Company, to register under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of the CRP Registrable Securities or ABRY Registrable Securities, as the case may be, in the manner specified in such notice and upon receipt of such notice the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities, including each Person party to this Agreement who has the right to acquire Registrable Securities, who shall then have thirty (ii30) if days to notify the Issuer is then eligible Company in writing of their desire to be included in such registration. The Company will use Form S-3, a Shelf Registration its best efforts to expeditiously effect the registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than included in such number of shares of Class A Common Stock that have a value (based on registration under the closing price on the trading day immediately prior Securities Act, but only to the filing of extent provided for in the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the following provisions of this Agreement; provided, use its reasonable best efforts however, that the Company shall not be required to file effect registration pursuant to a request under this Section 2.1(a): (i) more than (A) two (2) times for the holders of the CRP Registrable Securities as a group and (B) more than two (2) times for the holders of the ABRY Registrable Securities as a group; (ii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (iii) if the holders of Registrable Securities initially requesting such registration 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 2.8 below; and provided further, that a registration statement registering all pursuant to a request under this Section 2.1(a) shall be not be counted toward the maximum number of two (2) registrations for the holders of CRP Registrable Securities included in such Demand Request for disposition in accordance with or the intended method or methods set forth therein as promptly as possible following receipt holders of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effectiveABRY Registrable Securities, in the case of an underwritten offering pursuant event the Company fails to a registration statement on Form S-1 and (b) the date on which effectively register all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated thereinas to which registration has been requested. Subject Notwithstanding anything to the conditions set forth in contrary contained herein, no request may be made under this Section 3.1, 2.1(a) within 180 days after the Demand Holders effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the Investors shall be have been entitled to request an unlimited number of Demand Registrationsjoin pursuant to Section 2.2 or Section 2.8 and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested.

Demand Registrations. Subject At any time that the Company is not legally eligible to file a Shelf Registration Statement, the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for Holders constituting (i) registration under either or both of a majority in interest of the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities then held by the Initial Advent Holders and a majority in interest of the Registrable Securities then held by the Initial Xxxxxx Holders or (ii) if the Issuer is holders of not less than a majority of the Registrable Securities then eligible held by Holders shall have the right to use Form S-3, a Shelf Registration of request the Company to register all or any portion part of the Registrable Securities under the Securities Act (each such right, a “Demand Right”); provided, that each registration made pursuant to a Demand Right must include Registrable Securities in an amount not less than the Minimum Demand Amount. Subject to Section 2.1(d), if the Company shall receive a Request specifying a registration pursuant to a Demand Right, the Company shall file with the SEC, as expeditiously as reasonably possible after the initiation of a Demand Right, a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof (each such registration, but not including a Shelf Registration, a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer distribution elected by such Holders and shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, Statement to be declared effective under the Securities Act as soon expeditiously as practicable after filing reasonably possible thereafter. The Company shall use its best efforts to keep the Registration Statement relating to such Demand Registration continuously effective in order to permit the Prospectus forming a part thereof to be usable by the Holders, the underwriters and to remain effective until any brokers or dealers during the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions period set forth in Section 2.1(g). Notwithstanding the foregoing provisions, the Company shall not be obligated to effect, or to take any action to effect, any such Demand Registration pursuant to this Section 3.1, 2.1(a) after the Demand Company has initiated two such registrations subsequent to the date hereof pursuant to this Section 2.1(a) (counting for these purposes only registrations which have been declared effective and registrations which have been withdrawn by the Holders as to which the Holders have not borne the registration expenses pursuant to Section 2.6). A registration shall not be entitled to request an unlimited number counted as “effected” for purposes of Demand Registrationsthis Section 2.1 until such time as the applicable registration statement has been declared effective by the SEC.

Demand Registrations. Subject to the provisions of Section 2.1, this Section 3.1 (a) At any time and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time the Holders may make a written request (a “Demand Request”) of the Company for (i) registration with the SEC, under and in accordance with the provisions of the Securities Act on Form S-1 or any similar long-form registration statement Act, of all or any portion part of their Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”) by giving written notice to the Company of such demand (a “Demand Notice”). No ; provided, that the Company shall be required to effect only one Demand Registration during any six-month period; provided, further, that the Holders may not exercise the rights provided by this Section 2.01(a) during the period commencing three months prior to the delivery of a Rights Offering Notice and ending on the closing of the applicable Rights Offering or, if the applicable Rights Offering Notice is not delivered, ninety (90) days after the applicable Rights Offering Trigger Date. The Company shall not be required to effect more than the Required Number of Demand Registrations. Each such Demand Notice will be consummated (and no registration statement with respect thereto will be filed) if specify the number of Registrable Securities proposed to be sold pursuant to such Demand Registration and will also specify the intended method of disposition thereof. The Company shall give written notice, of any Demand Notice by any Holder, which request complies with this Section 2.01(a), within 5 days after the receipt thereof, to each Holder who did not initially join in such request. Within 10 days after receipt of such notice, any such Holder may request in writing that its Registrable Securities be included in such registration, and the Company shall include in the Demand Registration the Registrable Securities of each such Holder requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shallso included, subject to the provisions of this Article III Section 2.01(e). Each such request shall specify the number of shares of Registrable Securities proposed to be sold and the intended method of disposition thereof. Promptly after receipt of any Demand Notice, but in no event later than 60 days after receipt of such Demand Notice, the Company shall file a Registration Statement with the SEC with respect to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such the Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer Notice and shall use its reasonable best efforts to cause have such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be Statement declared effective as soon promptly as practicable after practicable; provided, however, that the Company may postpone the filing and of such Registration Statement for a period of up to remain effective until 90 days (the earlier “Deferral Period”) if the Board of (a) ninety (90) days following Directors reasonably determines that such a filing would materially adversely affect any proposed material financing, acquisition, divestiture or other material transaction by the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated thereinCompany. Subject to the conditions set forth in this Section 3.1, the Demand Holders The Company shall not be entitled to request an unlimited number more than one such deferral with respect to any Demand Registration within any 365-day period. If the Company does elect to defer any such Demand Registration, the Holders requesting such Demand Registration may, at their election by written notice to the Company, (i) confirm their request to proceed with such Demand Registration upon the expiration of the Deferral Period or (ii) withdraw their request for such Demand RegistrationsRegistration in which case no such request for a Demand Registration shall be deemed to have occurred for purposes of this Agreement and no further request for a Demand Registration may be made until prior to the expiration of the Deferral Period.

Demand Registrations. (a)At any time and from time to time, the Summa Investor(s) (the “Initiating Holder(s)”) may request in writing that the Company register under the Securities Act all or any portion of the Registrable Securities held by the Initiating Holder(s); provided that no Registration Statement need be filed with the Commission (for the avoidance of doubt, this proviso excludes any Registration Statement confidentially submitted to the Commission) prior to the expiration of any “lock-up agreement” entered ​ ​ into with an underwriter in connection with the IPO (unless waived by such underwriter). Upon receipt of such written request, which shall specify the intended method of distribution thereof, the Company shall as soon as possible and in any case within three (3) days deliver notice (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”) thereof to all Holders (other than the Initiating Holder(s)), if any, who shall then have three (3) Business Days to notify the Company in writing of their desire to be included in such registration. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Demand Registration. A Holder who is, or who is controlled by any person who is, an employee of the Company or its Subsidiaries may participate in a Demand Registration pursuant to this Section 2.1(a) within the Restrictive Period, only if and to the extent the aggregate of (i) the Registrable Securities such Holder will include in such Demand Registration and (ii) the Common Shares such Holder has sold, transferred, assigned, distributed or otherwise conveyed prior to such Demand Registration does not exceed the Maximum Amount of Shares (and where the Initiating Holder(s) shall have the full and absolute discretion to determine the extent by which any cutbacks are required and which Holders will be affected), unless otherwise agreed by the Initiating Holder(s). Subject to the provisions of Section 2.12.5 below, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests Company shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in for such Demand Request for disposition in accordance with the intended method or methods set forth therein of distribution, as promptly as possible following receipt practicable, but not later than (x) sixty (60) days after such Demand Notice in the case of a registration with a Long-Form Registration Statement and (y) thirty (30) days after such Demand Request. The Issuer Notice in the case of a registration with a Short-Form Registration Statement, and in each case shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, registration statement to be declared effective under the Securities Act as soon promptly as practicable after the filing and thereof (subject to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all proviso of the Registrable Securities covered thereby are disposed first sentence of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrations2.1(a)).

Demand Registrations. Subject to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under At any time from and after the Securities Act on Form S-1 date 12 months after the Closing Date, any Holder or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3Holders may elect, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior by giving written notice thereof to the filing of Company, to require the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities Company to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file register all or a portion of its Registrable Securities under the Securities Act; provided, however, that the Company shall be obligated to register the -------- ------- Registrable Securities upon such election only if the Registrable Securities to be registered, in the aggregate, constitute 5% or more of the then-outstanding securities of the class or series to which such Registrable Securities belong; provided, further, that in any event the Company shall be obligated to register -------- ------- such Registrable Securities upon such election only if the Registrable Securities to be registered have a total market value (or, if there is no existing public market, a proposed maximum aggregate offering price to be set forth on the facing page of the applicable registration statement) of at least $5 million. Promptly following such election, the Company shall (1) give notice to each other Holder of Registrable Securities of such election, which notice shall set forth the identity of the electing Holders, and (2) use its reasonable best efforts to cause to be declared or become effective under the Securities Act a registration statement registering all Registrable Securities included in such Demand Request providing for disposition the registration of, and the sale in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Requestdistribution thereof by the electing Holders of, the Registrable Securities. The Issuer Company shall use its reasonable best efforts be required to cause such Registration Statement, including to become effective pursuant to this Section 2(a) no more than three registration statements in the case of a Shelf Registrationaggregate and no more than one registration statement in any six month period. Notwithstanding the foregoing, a subsequent Registration Statement, the Company shall not be obligated to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering register Registrable Securities upon any election pursuant to this Section 2(a)(i) if (1) fewer than 180 days have elapsed after the effective date of a registration statement registering newly issued or treasury shares of the Company's common stock for purposes of a primary offering (as defined in Section 2(b)(i) hereof) on Form S-1 a firm commitment underwritten basis, but only if and to the extent that (x) the underwriting agreement entered into in connection with any such offering expressly prohibited registration of Registrable Securities upon such election and (by) no period referred to in this sentence, and no postponement referred to in Section 2(a)(iii) hereof, was in effect during the date on which all 12 months immediately preceding the commencement of such 180 day period, unless any Holders having made elections during the previous period or postponement, as the case may be, shall have had the opportunity to register their Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject pursuant to an effective registration statement prior to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationscurrent such period.

Demand Registrations. Subject to the provisions of Section 2.1, this Section 3.1 (a) At any time and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for commencing on the earlier of (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement fifth anniversary of all or any portion of Registrable Securities or the Funding Date, and (ii) if the Issuer date which is then eligible to use Form S-3six months after the Initial Public Offering, a Shelf Registration upon the written request of all or any portion the Holders of at least 50% of the Registrable Securities (the "Initiating Holders") that the Company effect the Registration under the Securities Act (such a “written request being hereinafter referred to as a "Demand Registration”). No ") of any of the Registrable Securities, the Company will promptly give written notice to all other Holders of Registrable Securities that a Demand Registration will be consummated (has been received. For a period of 20 days following delivery of such notice, the other Holders of Registrable Securities may request that the Company also register their Registrable Securities and no registration statement with respect thereto will be filed) if after the expiration of such 20 day period, the Company shall notify all Holders of Registrable Securities of the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on registered. Thereupon, the closing price on Company will use its reasonable best efforts to cause the trading day immediately prior to prompt Registration under the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shallAct, subject to the provisions of this Article III Section 7, of all Registrable Securities which the Holders thereof have requested the Company to register, and in connection therewith, prepare and file on such appropriate form as the Company, in its reasonable discretion, shall determine, a Registration Statement under the Securities Act to effect such Registration. With respect to any Registration Statement filed, or to be filed, pursuant to this Section 7.01(a) or Section 7.03 below, if the Company shall furnish to the Holders of Registrable Securities a certified resolution of the Board of Directors stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing, merger, sale of assets, recapitalization or other Parties’ compliance similar corporate activity, or the unavailability for reasons beyond the Company's control of any required audited financial statements, or any other event or condition of similar significance to the Company) be materially disadvantageous (a "Disadvantageous Condition") to the Company or its stockholders for such a Registration Statement to be maintained Effective, or to be filed and become Effective, and setting forth the general reasons for such judgment, the Company shall be entitled to cause such Registration Statement to be withdrawn and the effectiveness of such Registration Statement terminated, or, in the event no Registration Statement has yet been filed, shall be entitled not to file any such Registration Statement, until such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to all Holders of Registrable Securities); provided that the Company shall be entitled to withdraw or delay the filing of a Registration Statement in connection with their obligations under a Disadvantageous Condition only once during any twelve month period. Upon receipt of any such notice of a Disadvantageous Condition, such Holders of Registrable Securities will forthwith discontinue use of the provisions disclosure document contained in such Registration Statement and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder's possession, of this Agreementthe disclosure document then covering such Registrable Securities current at the time of receipt of such notice, and, in the event no Registration Statement has yet been filed, all drafts of the disclosure document covering such Registrable Securities. In the event that the Company shall give any notice of a Disadvantageous Condition, the Company shall at such time as it in good faith deems appropriate file a new Registration Statement covering the Regxxxxxxxx Xxcurities that were covered by such withdrawn Registration Statement, and shall use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following new Registration Statement within 90 days of receipt of a Demand Request. The Issuer the resolution by the Holders of Registrable Securities, and such Registration Statement shall use its reasonable best efforts to cause be maintained Effective for such time as may be necessary so that the period of effectiveness of such new Registration Statement, including in when aggregated with the case period during which such initial Registration Statement was Effective, shall be such time as may be otherwise required by Section 7.01(c). The Holders of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all majority of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject requested to be registered may, at any time prior to the conditions set forth in this Section 3.1Effective Date of the Registration Statement relating to such Registration, revoke such request, without liability to any of the Demand other Holders shall be entitled of Registrable Securities, by providing a written notice to request an unlimited number of Demand Registrationsthe Company revoking such request.

Demand Registrations. Subject to (a) At any time after the provisions earlier of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) the 3rd anniversary of the date hereof or (ii) the date of the Company's initial public offering of its Common Stock pursuant to an effective registration under the Securities Act on Form S-1 (the "IPO"), a Majority Interest of the Stockholders may notify the Company that they intend to offer or any similar long-form registration statement of cause to be offered for public sale, and request that the Company register under the Securities Act for public sale, all or any portion of the Registrable Securities or held by the Stockholders in the manner specified in such notice; provided, however, that in the case of such a request pursuant to clause (ii) if above, such registration may not become effective prior to the Issuer date which is then eligible the earlier of six (6) months after the date of the Company's IPO and the date that any applicable Holdback Period (as defined hereinafter) or other lockup period applicable to use Form S-3such IPO expires. Upon receipt of such request, a Shelf Registration the Company shall promptly deliver notice of such request to all or any portion of Persons holding Registrable Securities under who shall then have thirty (30) days to notify the Company in writing of their desire to have Registrable Securities Act held by them included in such registration (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if which response shall specify the number of Registrable Securities requested proposed to be registered is fewer than included in such number 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 shares any Person to include Registrable Securities in such registration shall be conditioned upon such Person's participation in such underwritten public offering and the inclusion of Class A Common Stock that have a value (based on such Person's Registrable Securities in the closing price on the trading day immediately prior underwritten public offering to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of dispositionextent provided herein. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, Company will use its commercially reasonable best efforts to file expeditiously effect the registration under the Securities Act of all Registrable Securities of each holder who requested inclusion of such holders Registrable Securities in such registration and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect more than two (2) registrations pursuant to requests under this Section 2(a). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within sixty (60) days after the effective date of a registration statement registering all filed by the Company covering a firm commitment underwritten public offering. The Company may postpone the filing or the effectiveness of any registration statement required to be filed pursuant to this Section 2 for a reasonable time period, provided that such postponements shall not exceed sixty (60) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Company is then in possession of material non-public information the disclosure of which the Board of Directors has determined would have a material adverse effect upon the Company or its then current business plans. 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 holders; provided, however, that a majority in interest of the participating holders of Registrable Securities included may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) but not yet been declared effective, and a majority in interest of such Demand Request for disposition holders may thereafter request the Company to reinstate such Registration Statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the intended method or methods procedures set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including herein and without reduction in the case number of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in demand registrations permitted under this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrations.2(a);

Demand Registrations. Subject to (a) At any time after the provisions earlier of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) the second anniversary of the date hereof or (ii) the date that is ninety (90) days after the initial public offering of the Common Stock pursuant to an effective registration under the Securities Act, at least a Two-Thirds Interest may notify the Company in writing (which request shall specify the number of Registrable Securities intended to be disposed of by such holder and the manner of such disposition) that they intend to offer or cause to be offered for public sale all or any portion of their Common Stock which is Registrable Securities in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons 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 their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use, subject to the limits contained in this Section 2 and in Sections 5 and 6, its reasonable best efforts to expeditiously effect the registration of all Registrable Securities whose holders request participation in such registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of and qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2(i) after the Company has caused two (2) such registrations pursuant to this Section to become effective or (ii) if within 90 days following the Issuer is then eligible effective date of any registered offering by the Company to use Form S-3, a Shelf Registration the general public of all its securities for its own account. The Company may postpone the filing or the effectiveness of any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested pursuant to be registered is fewer than this Section 2 for a reasonable time period, provided that such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests postponements shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) not exceed ninety (90) days following in the date on which it was aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors of the Company determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors of the Company determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness. A registration will not count as a requested registration under this Section 2(a) until the registration statement relating to such registration has been declared effectiveeffective by the Commission; provided, however, that if a Two Thirds Interest shall request, in writing, that the case of an underwritten offering pursuant to Company either withdraw a registration statement on Form S-1 and which has been filed under this Section 2(a) but not yet been declared effective or delay the effectiveness of such a registration statement for up to four (b4) months, a Two Thirds Interest may thereafter request the date on which all of Company to reinstate such Registration Statement, if permitted under the Registrable Securities covered thereby are disposed of Act, or to file another registration statement, in accordance with the method or methods of disposition stated therein. Subject to the conditions procedures set forth in herein, provided that the Company shall only be required to refile a registration statement once with respect to each such registration statement filed under this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrations2(a).

Demand Registrations. Subject to At any time after the provisions expiration of Section 2.1the periods set forth in the lock-up agreements executed in connection with the Underwriting Agreement (or earlier waiver of, this Section 3.1 and Section 3.5or release from such periods), any Demand Holder either the Welsh Majority or the Vestar Majority (the “Initiating Holders”"Requesting Party") may from time to time make a written request (a “Demand Request”) for (i) the Company effect the registration under the Securities Act of all or any portion of the Registrable Securities held by such Requesting Party on Form S-1 or any similar long-form registration statement of all ("Long-Form Registrations"), or, if available, on Form S-3 or any portion similar short-form registration ("Short-Form Registrations"), for sale in the manner specified in such notice; provided that the Company shall have no obligation to effect a registration pursuant to this Section 4(a) unless the amount of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than included in such number offering would result in initial aggregate proceeds (determined at the time of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the initial filing of the registration statement or prospectus supplement, as applicablerelating thereto) in excess of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including (i) in the case of a Shelf RegistrationLong-Form Registration statement, a subsequent Registration Statement, to be declared effective as soon as practicable after filing $25 million and to remain effective until the earlier of (aii) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering a Short-Form Registration, $10 million (each of clause (i) and (ii) above, a "Threshold Amount"); provided further, that the Requesting Party may make a demand registration pursuant to a this Section 4(a) if such demand registration is for the remaining Registrable Securities of such Requesting Party, even if such offering would result in initial aggregate proceeds (determined at the time of the initial filing of the registration statement on Form S-1 and (brelating thereto) of less than the date on which all applicable Threshold Amount. Each of the Registrable Securities covered thereby are disposed of in accordance with Welsh Majority and the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders Vestar Majority shall be entitled to request an unlimited number of Demand Short-Form Registrations (to the extent the Company is permitted to use Short-Form Registrations) and the Welsh Majority shall be entitled to request up to two (2) Long-Form Registrations and the Vestar Majority shall be entitled to request one (1) Long-Form Registration pursuant to this Section 4(a); provided that the Company's obligation with respect to any such Long-Form Registration shall be deemed satisfied only when a registration statement covering the Registrable Securities specified in the notice received from the Requesting Party for sale in accordance with the method of disposition specified by the Requesting Party shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, at least 75% such Registrable Securities of the Requesting Party specified in such notice shall have been sold pursuant thereto, unless the reason the registration statement fails to become effective, or the effectiveness is not maintained, is due to the fault of the Requesting Party; provided further that in the case that the registration statement fails to become effective, or the effectiveness is not maintained, due to the fault of the Requesting Party, and such Requesting Party agrees to pay all expenses incurred by it or the Company in connection with such withdrawn registration, such registration shall not count against the number of Long-Form Registrations to which the Requesting Party is entitled. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4(a) (A) with respect to a Long-Form Registration, within 180 days after the effective date of a Long-Form Registration filed by the Company or (B) with respect to a Short-Form Registration, within 90 days after the effective date of a Short-Form Registration filed by the Company, provided that in either case a request may be made before the end of such 90 or 180 day period, as applicable, in connection with a firm commitment underwritten public offering in which the Investors shall have been entitled to join pursuant to this Section 4 or Section 5 hereof and in which there shall have been effectively registered not less than 75% of the Registrable Securities as to which registration shall have been so requested by the Investors.

Demand Registrations. Subject (a) (i) At any time that a Shelf Registration Statement provided for in Section 2.1(e) is not available for use by the Holders following such Shelf Registration Statement being declared effective by the SEC (a "Demand Registration Period"), subject to the provisions of Section 2.1, this Section 3.1 2.1(a) and Section 3.5Sections 2.1(b) and 2.3, at any Demand Holder (the “Initiating Holders”) may time and from time to time make a written request (a “during such Demand Request”) for Registration Period, (i) each SPC Investor, and (ii) following the fifteen (15) month anniversary of the date hereof, each Founder Investor, shall have the right to require the Company to effect one or more registration statements under the Securities Act on Form S-1 or any similar long-form registration statement of covering all or any portion part (subject to the Minimum Threshold) of its and its Affiliates' Registrable Securities or (ii) if by delivering a written request therefor to the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if Company specifying the number of Registrable Securities requested to be registered is fewer than included in such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method of distribution thereof. Any such request by any SPC Investor or methods of disposition. The Issuer shall, subject Founder Investor pursuant to this Section 2.1(a)(i) is referred to herein as a "Demand Registration Request," and the provisions of this Article III and registration so requested is referred to the other Parties’ compliance herein as a "Demand Registration" (with their obligations under the provisions of this Agreement, use its reasonable best efforts respect to file a registration statement registering all Registrable Securities included in such any Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, the SPC Investor(s) or Founder Investor(s) making such demand for registration being referred to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein"Initiating Holders"). Subject to the conditions set forth in this Section 3.12.1(b), the Demand Holders SPC Investors and Founder Investors shall be entitled to request (and the Company shall be required to effect) an unlimited number of Demand Registrations. The Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to each of the Holders of record of Registrable Securities, as promptly as practicable, but no later than five (5) Business Days prior to the filing of any registration statement under the Securities Act. Notwithstanding the foregoing, the Company may delay any Demand Exercise Notice until after filing a registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed.

Demand Registrations. Subject to Sections 1(c) and 1(d) below, during the provisions Effective Period, an Initiating Holder may request in writing, with a copy of such request delivered simultaneously to the non-Initiating Holder, that the Company effect an underwritten Public Offering by filing a Registration Statement under the Securities Act ("Demand Registration") covering the registration of at least twenty percent (20%) of the Registrable Securities (if applicable, calculated on an as converted basis) held by such Initiating Holder, the members of its Group and any other affiliates, which request will specify the intended plan and method of disposition of such shares; provided that a request for a Demand Registration shall not be effective if the Registrable Securities of the Initiating Holder and its Affiliates requested to be included in such Demand Registration do not have an aggregate market value of at least $10 million (if applicable, calculated on an as converted basis) (based upon the average daily closing price of the Common Stock (on its principal trading market), rounded to two decimal places, for the ten (10) trading days immediately preceding the date that the Initiating Holder's request for registration is received by the Company). The making of such demand by an Initiating Holder shall be binding upon all of the holders of the Registrable Securities within the Initiating Holder's Group with respect to the number of demand registration rights provided for in Section 2.11(c). After the date on which the Company receives such a request, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for Company shall use reasonable best efforts (i) registration to file a Registration Statement under the Securities Act on Form S-1 or any similar longthe appropriate form therefor covering all of the Registrable Securities specified by the Initiating Holder within seventy-form registration statement five (75) days after the date of all or any portion such request; provided, however, that such seventy-five (75) day period shall be extended by the number of days having elapsed from the time the Company furnishes to the Initiating Holder a reasonably complete draft of the proposed Registration Statement to be filed, and the date on which the Initiating Holder, acting as representative of the holders of Registrable Securities or (ii) if within the Issuer Initiating Holder's Group to which the proposed Registration Statement relates, notifies the Company that such draft is then eligible acceptable to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under such Initiating Holder insofar as the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing draft of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities proposed Registration Statement contains information that relates to be registered them and the intended method or methods of disposition. The Issuer shall, subject distribution as furnished by them to the provisions of this Article III Company and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts (ii) to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, Statement to be declared effective as soon quickly as practicable reasonably possible after the filing referenced in clause (i) above. The Company will keep the Demand Registration current and to remain effective until the earlier of for at least one hundred twenty (a) ninety (90120) days following (such 120-day period to be calculated without regard to any Deferral Period), or a shorter period during which the date on which it was declared effective, in the case holders of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which such demand shall have sold all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, by the Demand Holders shall be entitled to request an unlimited number of Demand RegistrationsRegistration.

Demand Registrations. Subject to The Company, following the provisions consummation of Section 2.1an IPO, this Section 3.1 and Section 3.5upon the request of (a) FPC, any Demand Holder (b) the “Initiating Holders”Mezzanine Investor (holding at least a majority of the shares of Common Stock issued or issuable upon exercise of the Mezzanine Warrants), (c) may from time to time make a written request the Discount Note Purchasers (a “Demand Request”) for (i) registration under by the Securities Act on Form S-1 holders of at least 25% of the shares of Common Stock issued or any similar long-form registration statement issuable upon exercise of all or any portion of Registrable Securities the Note Purchaser Warrants or (iid) if the Issuer is then eligible to use Form S-3, a Shelf Registration Rollover Investors (by the holders of all or any portion at least 25% of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such total number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing held by all of the registration statement or prospectus supplementRollover Investors) (each such party being an "Initiating Party"), as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause register under the Securities Act Registrable Securities held by the Initiating Party (including, at the election of such Initiating Party, in an underwritten offering) and any other Stockholders participating in such Demand Registration Statement(provided, including however that the aggregate expected market value of all such Registrable Securities, included in such registration is greater than or equal to $2 million) and bear all expenses in connection with such offering in a manner consistent with Section 3.1.3 and shall enter into such other agreements in furtherance thereof (each such registration pursuant to this Section 3.1.2, a "Demand Registration"), and the Company shall provide customary indemnifications in such instances (in a manner consistent with the indemnification provision of this Article III) to the Initiating Party, other Stockholders included in such registration and any such underwriters. FPC shall have the right to initiate up to five Demand Registrations pursuant to this Section 3.1.2. The Rollover Investors, as a group, shall have the right to initiate two Demand Registrations pursuant to this Section 3.1.2, the Discount Note Purchasers, as a group, shall have the right to initiate one Demand Registration pursuant to this Section 3.12 and the Mezzanine Investor shall have the right to initiate one (1) Demand Registration pursuant to this Section 3.1.2; provided, however, that the Company shall not be obligated to effect a Demand Registration on behalf of any Other Investor or group thereof within nine months of the effectiveness of another registration under this Section 3.1. A registration shall not count as a Demand Registration unless and until the registration statement relating thereto has been declared effective by the SEC and not withdrawn. If any Demand Registration requested by FPC is in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case form of an underwritten offering pursuant offering, FPC shall designate the underwriter or underwriters to a registration statement on Form S-1 and (b) be utilized in connection such offering. If the date on Demand Registration requested by the Rollover Investors, the Discount Note Purchasers or the Mezzanine Investor is in the form of an underwritten offering, the Company shall designate an underwriter or underwriters to be utilized in connection such offering, which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject selection shall be reasonably acceptable to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand RegistrationsInitiating Party.

Demand Registrations. Subject to (a) On any six (6) occasions after the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder date which is one hundred eighty (180) days after the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing date of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions execution of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject subject to the conditions set forth in this Section 3.1Agreement, one or more Holders holding at least forty percent (40%) of the Registrable Securities then held by all Holders (the "Demand Threshold") may request (the "Initiating Holders") that the Company cause to be filed with the Commission and cause to become effective a registration statement (a "Demand Registration Statement") under the Securities Act relating to the sale by such Holders of their Registrable Securities in accordance with the terms hereof; provided, however, that until the first anniversary of the date hereof, only a Richmont Party can make any such demand; and provided further that any Richmont Party may request the Company to file and cause to become effective a Demand Registration Statement if such request is for the registration of all of such Richmont Party's Registrable Securities, notwithstanding the fact that such Richmont Party's Registrable Securities are less than the Demand Threshold. Upon receipt of any such request, the Demand Company shall give written notice of such proposed registration to all Holders of Registrable Securities. Such Holders shall have the right, by giving written notice to the Company within fifteen (15) business days after such notice referred to in the preceding sentence has been given by the Company, to elect to have included in the Demand Registration Statement such of their Registrable Securities as each Holder may request in such notice of election. Thereupon, the Company shall as soon as practicable thereafter cause such Demand Registration Statement to be entitled filed and declared effective by the Commission for all Registrable Securities which the Company has been requested to request register. The Company shall in no event be obligated to effect under this Section 2 more than six (6) demand registrations. If the managing underwriter of an unlimited underwritten offering with respect to which registration has been requested by any Holder pursuant to this Section 2 has advised the Company that, in such underwriter's good faith judgment, the number of Demand Registrationssecurities to be sold in such offering by the Company and persons other than the Company (collectively, "Selling Stockholders") is greater than the number which can be offered without adversely affecting such offering, then the Company may reduce the number of securities to be included in such offering to a number deemed satisfactory by the managing underwriter, provided, however, that the securities to be excluded shall be determined in the following order of priority: first, securities held by any Selling Stockholder not having contractual, incidental registration rights; second, securities held by any Selling Stockholder (not including the Holders) participating in such offering pursuant to the exercise of contractual piggyback registration rights (other than pursuant to the Xxxxxxx Agreement or the Monroe Agreement), as determined on a pro rata basis (based upon the aggregate number of securities held by such Selling Stockholders); third, securities the Company proposes to sell and other securities of the Company included in such registration and; fourth, securities held by any Holder participating in such registration pursuant to the exercise of the demand registration rights set forth in this Section 2, and any Selling Stockholder participating in such offering pursuant to the exercise of piggyback registration rights under the Xxxxxxx Agreement or the Monroe Agreement, as determined on a pro rata basis (based upon the aggregate number of securities held by such Holders or Selling Stockholders, as the case may be).

Demand Registrations. Subject to (a) At any time after the provisions earlier of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) the 3rd anniversary of the date hereof or (ii) the date of the Company's initial public offering of its Common Stock pursuant to an effective registration under the Securities Act on Form S-1 (the "IPO"), a Majority Interest of the Investors may notify the Company that they intend to offer or any similar long-form registration statement of cause to be offered for public sale, and request that the Company register under the Securities Act for public sale, all or any portion of the Registrable Securities held by the Investors in the manner specified in such notice; provided, however, that in the case of such a request pursuant to clause(ii) above, such registration may not become effective prior to the date which is the earlier of six (6) months after the date of the Company's IPO and the date that any applicable Holdback Period (as defined hereinafter) or (ii) if other lockup period applicable to such IPO expires. Upon receipt of such request, the Issuer is then eligible Company shall promptly deliver notice of such request to use Form S-3, a Shelf Registration of all or any portion of Persons holding Registrable Securities under who shall then have thirty (30) days to notify the Company in writing of their desire to have Registrable Securities Act held by them included in such registration (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if which response shall specify the number of Registrable Securities requested proposed to be registered is fewer than included in such number 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 shares any Person to include Registrable Securities in such registration shall be conditioned upon such Person's participation in such underwritten public offering and the inclusion of Class A Common Stock that have a value (based on such Person's Registrable Securities in the closing price on the trading day immediately prior underwritten public offering to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of dispositionextent provided herein. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, Company will use its commercially reasonable best efforts to file expeditiously effect the registration under the Securities Act of all Registrable Securities of each holder who requested inclusion of such holders Registrable Securities in such registration and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect more than two (2) registrations pursuant to requests under this Section 2(a). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within sixty (60) days after the effective date of a registration statement registering all filed by the Company covering a firm commitment underwritten public offering. The Company may postpone the filing or the effectiveness of any registration statement required to be filed pursuant to this Section 2 for a reasonable time period, provided that such postponements shall not exceed sixty (60) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Company is then in possession of material non-public information the disclosure of which the Board of Directors has determined would have a material adverse effect upon the Company or its then current business plans. 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 holders; provided, however, that a majority in interest of the participating holders of Registrable Securities included may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) but not yet been declared effective, and a majority in interest of such Demand Request for disposition holders may thereafter request the Company to reinstate such Registration Statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the intended method or methods procedures set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including herein and without reduction in the case number of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in demand registrations permitted under this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrations.2(a);

Demand Registrations. Subject (a) At any time after the Closing of the Merger, a holder or holders of an aggregate of at least 20% of the Registrable Shares may request, in writing, that MNAC effect the registration of at least 20% of the Registrable Shares. If the holder or holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise MNAC in their request. In the event such registration is underwritten, the holders of a majority of the Registrable Shares requested to be registered shall be entitled to select the managing underwriter of such offering, subject to MNAC's approval, and the right of other holders of Registrable Shares to participate shall be conditioned on such holders' participation in such underwriting. Upon receipt of any such request, MNAC shall promptly give written notice of such proposed registration to all holders of Registrable Shares. Such holders of Registrable Shares shall have the right, by giving written notice to MNAC within 30 days after MNAC provides its notice, to elect to have included in such registration such of their Registrable Shares as such holders may request in such notice of election, subject to the provisions approval of Section 2.1the underwriter managing the offering as provided below. Thereupon, MNAC shall, as expeditiously as possible, use its best efforts to effect the registration of all Registrable Shares which MNAC has been requested to so register. Notwithstanding any other provision of this Section 3.1 and Section 3.53.1, any Demand Holder (if the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under managing underwriter advises the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion holders of Registrable Securities Shares initiating the registration in writing that the number of Registrable Shares requested to be included in such registration exceeds the number which can be sold without adversely affecting the marketability of the offering, then the holders of Registrable Shares initiating the registration shall so advise all holders of Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be allocated among all such holders of Registrable Shares, including the holders of Registrable Shares initiating the registration, in proportion (as nearly as practicable) to the amount of Registrable Shares owned by each such holder. If the managing underwriter does not limit the number of Registrable Shares to be underwritten, MNAC or (ii) other holders of securities of MNAC who have registration rights similar to those set forth in Section 3.2 hereof may include Common Stock for their respective accounts in such registration if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion managing underwriter states that such inclusion would not adversely affect the offering of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (Shares and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that Shares which would otherwise have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities been included in such Demand Request for disposition in accordance with the intended method registration and underwriting will not thereby be limited or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationsreduced.

Demand Registrations. Subject to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”a) may from time to time make a written request (a “Demand Request”) for (i) Subject to Sections 2.1(b) and 2.3 below, the Holders of 15% of the Registrable Securities (which calculation shall include all Registrable Securities then outstanding and all Registrable Securities into which all shares of Series A Preferred Stock then outstanding may be converted) shall have the right to require the Company to file a registration statement under the Securities Act on Form S-1 or any similar long-form registration statement of covering all or any portion part of their respective Registrable Securities or (ii) if Securities, by delivering a written request therefor to the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if Company specifying the number of Registrable Securities requested to be registered is fewer than included in such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicableby such Holder(s) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of dispositiondistribution thereof. The Issuer shallAll such requests by any Holder(s) pursuant to this Section 2.1(a)(i) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, subject the Holder(s) making such demand for registration being referred to as the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as "Initiating Holder"). As promptly as possible following practicable, but no later than ten days after receipt of a Demand Registration Request, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all Holders of record of Registrable Securities. The Issuer shall use its reasonable best efforts After the Company has effected two Demand Registrations pursuant to cause such Registration Statementthis Section 2.1(a)(i), including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was related registration statements have been declared effective, in the case of an underwritten offering and with respect to a shelf registration pursuant to Rule 415 under the Securities Act, the distribution contemplated thereunder completed, the Company shall have no further obligation under this Section 2.1(a)(i); provided however, that with respect to a shelf registration pursuant to Rule 415 under the Securities Act, such registration statement on Form S-1 and (b) the date on which all shall have been effective for a period of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationsnot less than 60 days.

Demand Registrations. Subject to the provisions of Section 2.1, this Section 3.1 and Section 3.5, (a) At any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration in the case of the holders of CRP Registrable Securities, that the Company is or becomes subject to Section 13 or Section 15(d) of the Exchange Act, and (ii) in the case of the holders of ABRY Registrable Securities, on or after the earlier of (x) two years from the date hereof and (y) the date upon which the price for the Common Stock has reached $[ ](1), per share, each of the Majority CRP Holders and the Majority ABRY Holders, as applicable, may cause the Company, by delivery of written notice to the Company, to register under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of the CRP Registrable Securities or ABRY Registrable Securities, as the case may be, in the manner specified in such notice and upon receipt of such notice the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities, including each Person party to this Agreement who has the right to acquire Registrable Securities, who shall then have thirty (ii30) if days to notify the Issuer is then eligible Company in writing of their desire to be included in such registration. The Company will use Form S-3, a Shelf Registration its best efforts to expeditiously effect the registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than included in such number of shares of Class A Common Stock that have a value (based on registration under the closing price on the trading day immediately prior Securities Act, but only to the filing of extent provided for in the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the following provisions of this Agreement; provided, use its reasonable best efforts however, that the Company shall not be required to file effect registration pursuant to a request under this Section 2.1(a): (i) more than (A) two (2) times for the holders of the CRP Registrable Securities as a group and (B) more than two (2) times for the holders of the ABRY Registrable Securities as a group; (ii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; or (iii) if the holders of Registrable Securities initially requesting such registration 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 2.8 below; and provided further, that a registration statement registering all pursuant to a request under this Section 2.1(a) shall be not be counted toward the maximum number of two (2) registrations for the holders of CRP Registrable Securities included in such Demand Request for disposition in accordance with or the intended method or methods set forth therein as promptly as possible following receipt holders of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effectiveABRY Registrable Securities, in the case of an underwritten offering pursuant event the Company fails to a registration statement on Form S-1 and (b) the date on which effectively register all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated thereinas to which registration has been requested. Subject Notwithstanding anything to the conditions set forth in contrary contained herein, no request may be made under this Section 3.1, 2.1(a) within 180 days after the Demand Holders effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the Investors shall be have been entitled to request an unlimited number of Demand Registrationsjoin pursuant to Section 2.2 or Section 2.8 and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested.

Demand Registrations. Subject to At any time that the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer Company is then not legally eligible to use Form S-3, file a Shelf Registration Statement, the Holders who beneficially own a majority of the outstanding Registrable Securities beneficially owned by all Holders shall have the right to request the Company to register all or any portion part of the Registrable Securities under the Securities Act (each such right, a “Demand Right”); provided, that each registration made pursuant to a Demand Right must include Registrable Securities in an amount not less than the Minimum Demand Amount. Subject to Section 2.1(d), if the Company shall receive a Request specifying a registration pursuant to a Demand Right, the Company shall file with the SEC, as expeditiously as reasonably possible after the initiation of a Demand Right, a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof (each such registration, but not including a Shelf Registration, a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer distribution elected by such Holders and shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, Statement to be declared effective under the Securities Act as soon expeditiously as practicable after filing reasonably possible thereafter. The Company shall use its best efforts to keep the Registration Statement relating to such Demand Registration continuously effective in order to permit the Prospectus forming a part thereof to be usable by the Holders, the underwriters and to remain effective until any brokers or dealers during the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject to the conditions period set forth in Section 2.1(g). Notwithstanding the foregoing provisions, the Company shall not be obligated to effect, or to take any action to effect, any such Demand Registration pursuant to this Section 3.1, 2.1(a) after the Demand Company has initiated two such registrations subsequent to the date hereof pursuant to this Section 2.1(a) (counting for these purposes only registrations which have been declared effective and registrations which have been withdrawn by the Holders as to which the Holders have not borne the registration expenses pursuant to Section 2.6). A registration shall not be entitled to request an unlimited number counted as “effected” for purposes of Demand Registrationsthis Section 2.1 until such time as the applicable registration statement has been declared effective by the SEC.

Demand Registrations. Subject to the provisions of Section 2.1, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”a) Any Shareholder may from time to time make a written request (a “Demand Request”) to the Company for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion part of the outstanding Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (held by such Shareholder and no registration statement with respect thereto will be filed) if any of its Affiliates; provided, that the number of Registrable Securities requested to be registered is fewer than such so Registered represents at least one per cent. (1%) of all issued and outstanding Shares. Notwithstanding the preceding sentence, in the event that Orascom makes a written request to the Company pursuant to this Section 2.1(a) for Registration of all or part of the outstanding Registrable Securities held by it or any of its Affiliates, the number of shares of Class A Common Stock that have a value such Registrable Securities requested to be so Registered by Orascom must represent at least five per cent (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable5%) of $50,000,000all issued and outstanding Shares at such time. A Registration that is undertaken by the Company in response to a valid request made by a Shareholder pursuant to this Section 2.1 shall be referred to herein as a "Demand Requests Registration." Each such request shall specify the class and the aggregate amount and class of Registrable Securities to be registered Registered and the intended method or methods of dispositiondisposition and distribution thereof. The Issuer shallCompany shall file, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible practicable (and in any event, within sixty (60) days) following receipt of a request for a Demand Request. The Issuer Registration, a Registration Statement relating to such Demand Registration and shall use its reasonable best efforts to cause any such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, Statement promptly to be declared effective under the Securities Act, the "blue sky" laws of such jurisdictions as soon the Shareholder or underwriter, if any, reasonably request, or any other Law, as practicable after filing applicable, and to cause such Registration Statement to remain effective until the earlier later of (a) ninety (90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (bi) the date on which all of the Registrable Securities covered thereby are disposed have been sold or (ii) nine (9) months after the effective date of in accordance with the method or methods of disposition stated therein. Subject to the conditions set forth in this Section 3.1, the Demand Holders shall be entitled to request an unlimited number of Demand Registrationssuch Registration Statement.

Demand Registrations. Subject In the case of a registration pursuant to Section 7.1 hereof, whenever the Majority Participating Shareholders shall request that such registration shall be effected pursuant to an underwritten offering, such registration shall be so effected, and only securities which are to be distributed by the underwriters designated by such Majority Participating Shareholders pursuant to Section 7.1.6 may be included in such registration. If requested by such underwriters, the Company and each participating seller will enter into an underwriting agreement with such underwriters for such offering containing such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnity and contribution and restrictions on selling additional Shares for a period of up to 180 days (and each Shareholder agrees to accept customary restrictions on selling Shares for the same time period up to 180 days). If the managing underwriter advises the Demand Registrants that the number of shares to be included in a registration pursuant to Section 2.17.1 hereof should be limited due to market conditions or otherwise, this Section 3.1 and Section 3.5, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under all shares that are not Registrable Securities (other than those sought to be registered by the Securities Act on Form S-1 or any similar long-form registration statement of Company) shall be excluded first, (ii) thereafter, if additional shares must be excluded from such registration, shares sought to be registered by the Company shall be excluded from such registration, and (iii) thereafter, if additional shares must be excluded from such registration, all or any portion holders of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if held by Shareholders shall share pro rata in the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shallexcluded from such registration pursuant to this clause (iii), subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein as promptly as possible following receipt of a Demand Request. The Issuer shall use its reasonable best efforts to cause such Registration Statement, including in the case of a Shelf Registration, a subsequent Registration Statement, sharing to be declared effective as soon as practicable after filing and based on the respective numbers of shares requested to remain effective until be registered by such holders. In the earlier of (a) ninety (event that the Demand Registrants are unable to include at least 90) days following the date on which it was declared effective, in the case of an underwritten offering pursuant to a registration statement on Form S-1 and (b) the date on which all % of the Registrable Securities covered thereby are disposed of such Demand Registrants originally requested be included in accordance with the method or methods of disposition stated therein. Subject a registration statement pursuant to the conditions set forth in this Section 3.17.1 hereof, the Demand Holders right to a demand registration pursuant to Section 7.1 shall not be entitled to request an unlimited number of Demand Registrationsforfeited.

Demand Registrations. Subject to The Company, following the provisions consummation of Section 2.1an IPO, this Section 3.1 and Section 3.5upon the reasonable request of FPC or the Trust (each of FPC or the Trust, any Demand Holder (the “Initiating Holders”) may from time to time make a written request (a “Demand Request”) for (i) registration under the Securities Act on Form S-1 or any similar long-form registration statement of all or any portion of Registrable Securities or (ii) if the Issuer is then eligible to use Form S-3, a Shelf Registration of all or any portion of Registrable Securities under the Securities Act (a “Demand Registration”). No Demand Registration will be consummated (and no registration statement with respect thereto will be filed) if the number of Registrable Securities requested to be registered is fewer than such number of shares of Class A Common Stock that have a value (based on the closing price on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable) of $50,000,000. Demand Requests shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition. The Issuer shall, subject to the provisions of this Article III and to the other Parties’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file a registration statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth therein case, being referred to as promptly as possible following receipt of a Demand Request. The Issuer an "INITIATING HOLDER"), shall use its reasonable best efforts to cause register under the Securities Act any reasonable portion of Registrable Securities held by the Initiating Holder (including, at the election of such Initiating Holder, in an underwritten offering) and bear all expenses in connection with such offering in a manner consistent with Section 3.1.4 below and shall enter into such other agreements in furtherance thereof (each such registration pursuant to this Section 3.1.2, a "DEMAND REGISTRATION"), and the Company shall provide customary indemnifications in such instances (in a manner consistent with the indemnification provisions of this Article III) to the Initiating Holder and any such underwriters. FPC shall have the right to initiate up to five (5) Demand Registrations pursuant to this Section 3.1.2. The Trust shall have the right to initiate one (1) Demand Registration Statementpursuant to this Section 3.1.2; provided, including that the Company shall not be obligated to effect a Demand Registration on behalf of the Trust within nine (9) months of the effectiveness of another registration under this Section 3.1. A registration shall not count as a Demand Registration unless and until the registration statement relating thereto has been declared effective by the SEC and not withdrawn. If any Demand Registration requested by FPC is in the case of a Shelf Registration, a subsequent Registration Statement, to be declared effective as soon as practicable after filing and to remain effective until the earlier of (a) ninety (90) days following the date on which it was declared effective, in the case form of an underwritten offering pursuant offering, FPC shall designate the underwriter or underwriters to be utilized in connection such offering. If the Demand Registration requested by the Trust is in the form of an underwritten offering, the Company shall designate an underwriter or underwriters to be utilized in connection such offering, which selection shall be reasonably acceptable to the Trust. Notwithstanding the foregoing, the Company shall not be obligated to effect a registration statement on Form S-1 and (b) Demand Registration if, at the date on which time of such request, all of the such Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Subject eligible for sale to the conditions set forth in this Section 3.1public by the Initiating Holder without registration under Rule 144 under the Securities Act, with such sale not being limited by either the Demand Holders shall be entitled to request an unlimited number of Demand Registrationstiming or volume restrictions thereunder.