Common use of Demand Registrations Clause in Contracts

Demand Registrations. (a) Following the Closing of the IPO, but subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request that the Company register under the Securities Act all or any portion of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) 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 holder of Registrable Securities 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. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof.

Demand Registrations. (a) Following At any time after the Closing Effective Date and until the earlier of (i) the date that all of the IPORegistrable Securities may be freely resold by the Holders thereof pursuant to Rule 144(k) and (ii) two years from the conversion of all of the Debentures (the "Registration Rights Period"), but subject upon written notice to the terms Company from one or more Holders of any “lock-up agreement” entered into Registrable Securities who held on the Effective Date (together with an underwriter their Affiliates at such time) in the aggregate not less than 50% of the Debenture Shares (unless waived by the Holders furnishing such underwriter), a Holder may request written notice being hereinafter referred to as the "Initiating Holders") requesting that the Company register effect, pursuant to this Section 2, the registration of any or all of such Initiating Holders' Registrable Securities under the Securities Act all or any portion (which notice shall specify (A) the Registrable Securities so requested to be registered, (B) the proposed amounts thereof (which in the aggregate shall equal at least (x) 50% of the Debenture Shares, or (y) if such Registrable Securities are all of the remaining Registrable Securities held by the Initiating Holders, 25% of the Debenture Shares), and (C) the intended method of disposition by such HolderInitiating Holders, having an anticipated aggregate including whether or not the proposed offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such requestis to be underwritten), the Company shall promptly (but in any event within seven (720 days) days deliver give written notice of such request requested registration to all Holders (the “Demand Notice”)Holders, if any, who shall then have seven (7) days to notify and thereupon the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offeringshall, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities 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. Subject to the provisions of Section 3(b) belowas expeditiously as possible, the Company will use its reasonable best efforts to file a effect the registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof.of:

Demand Registrations. (a) Following At any time and from time to time, the Closing of Holders’ Representative shall have the IPOright by delivering a written notice to the Company (a “Demand Notice”) to require the Company to, but subject pursuant to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)this Agreement, a Holder may request that the Company register under and in accordance with the provisions of the Securities Act all the number of Registrable Securities owned by Holders and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that a Demand Notice may only be made if the amount of Registrable Securities requested to be registered is either (i) at least 1,800,000 shares of Registrable Securities or any portion (ii) if the total amount of Registrable Securities owned by the Holders is less than 1,800,000 shares, such total number of shares of Registrable Securities. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000Securities. Upon Following receipt of such requesta Demand Notice, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) 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 holder of Registrable Securities 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. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement file, as promptly as reasonably practicable, but not later than sixty (60) 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 (subjectsubject to paragraph (e) of this Section 2.1), however, a Registration Statement relating to the Company’s independent auditors providing any required consent), offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Holders (a “Demand Registration Statement”) and shall use its reasonable best efforts to cause such registration statement Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof.

Demand Registrations. (ai) Following At any time from and after the Closing Effective Date, upon the written demand of the IPOHH, but subject to the terms of any Xxxxxxxxx or Tower Three (each, a “lock-up agreement” entered into with an underwriter (unless waived by such underwriterDemand Holder”), a Holder may request that the Company register shall use its commercially reasonable efforts to effect as expeditiously as possible, the registration (a “Demand Registration”) under the Securities Act of (i) all or any portion of the Registrable Securities held by such HolderDemand Holder that are requested to be registered in the initial written demand and (ii) any additional Registrable Securities requested to be registered by any Holders who elect to include Registrable Securities in such Demand Registration in a written notice or notices given within ten (10) days after the date the Demand Registration Notice (as defined below) is given by the Company (together with the Registrable Securities described in clause (i), having an anticipated aggregate offering price, net the “Included Securities”). Promptly (but in no event later than five Business Days) after the receipt by the Company of Selling Expenses, any written demand pursuant to clause (i) of not less than US$5,000,000. Upon receipt of such requestthe immediately preceding sentence, the Company shall within seven (7) days deliver will give written notice of such request demand to all Holders of Registrable Securities (the “Demand Registration Notice”), if any, who shall then have seven (7) 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 The Company shall state such in effect the written notice and in such event the right of any holder of Registrable Securities 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. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act of the Included Securities as promptly expeditiously as practicable after possible and use its commercially reasonable efforts to have such registration become and remain effective. The Company shall have the filing thereofright to select the underwriters for a Demand Registration that is to be an underwritten offering, subject to the reasonable approval of Xxxxxxxxx and Tower Three.

Demand Registrations. (a) Following Subject to the Closing last sentence of this Section 2.1(a), if for any reason the Shelf Registration Statement to be prepared and filed by the Company has not been declared effective by the Commission within 120 consecutive days from the date hereof as contemplated by Section 2.3 of this Agreement, Investors holding in the aggregate at least a majority of the IPOshares of Series B Stock then outstanding may, but subject at any time and from time to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)time, a Holder may request request, in writing, that the Company register under the Securities Act all file a Registration Statement on Form S-3 (or any portion successor form) to effect the registration of an offering of Registrable Shares owned by such Investor(s) and having an aggregate value of at least $5,000,000 based on the last reported sale price of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt Common Stock on the trading day immediately preceding the date of such requestrequest (the “Registration Threshold Amount”); provided, however, that, if at the time of such request the Company is not eligible to register for resale the Registrable Shares on Form S-3, the Company shall within seven register the Registrable Shares on such other form as the Company is eligible to use. The Company shall set forth in such Form S-3 any information that may be required in a registration that is filed on Form S-1 and that the lead underwriter managing the offering reasonably requests (7as determined by the Company) days deliver notice be expressly included in the Registration Statement. Notwithstanding the foregoing, in the event that the Shelf Registration Statement has not become effective by the expiration of such request to all Holders (120 consecutive day period as a result of an ongoing review by the “Demand Notice”), if any, who shall then have seven (7) 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 offeringCommission, the Company shall state such not be deemed to be in the written notice breach of its obligations under this Section 2.1(a) so long as it continues to diligently pursue and in such event the right of any holder of Registrable Securities 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. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement the Shelf Registration Statement to be declared become effective under the Securities Act as promptly soon as practicable after the filing thereofpossible thereafter.

Demand Registrations. If at any time following the date which is one hundred eighty (a180) Following days after the Closing initial public offering by the Company, one or more of the IPO, but subject to Holders of an aggregate of not less than 20% of the terms of any “lock-up agreement” entered into with an underwriter Registrable Securities (unless waived by such underwriter), a Holder may request that "Initiating Holders") then outstanding shall notify the Company register under the Securities Act in writing that it or they intend to offer or cause to be offered for public sale all or any portion of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) 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 holder of Registrable Securities 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. Subject to the provisions of Section 3(b) below("Demand Request"), the Company will use its reasonable best efforts to notify all other Holders of Registrable Securities (the "Company Notice"). The Company shall file a registration statement as promptly soon as practicable, but not later than sixty (60) and in any event within 60 days after such of the receipt of the Demand Notice (subjectRequest, however, to the Company’s independent auditors providing any required consent)a registration statement, and shall use its reasonable best efforts to cause such registration statement to become effective, with respect to the registration of such Registrable Securities as may be declared effective under requested by the Initiating Holders and such other Registrable Securities Act as promptly as practicable after owned by any other Holders with respect to which the Company has received written requests for inclusion within 20 days of the Company Notice. Anything herein to the contrary notwithstanding, the Company shall be obligated to comply with this Section 3 on two occasions only. Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holder(s) a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be materially detrimental to the Company and its stockholders for such registration statement to be filed and it is therefore desirable to defer the filing thereofof such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of 90 days after receipt of the Demand Request.

Demand Registrations. (a) Following At any time and from time to time, the Closing of Holders’ Representative shall have the IPOright by delivering a written notice to the Company (a “Demand Notice”) to require the Company to, but subject pursuant to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)this Agreement, a Holder may request that the Company register under and in accordance with the provisions of the Securities Act all or any portion the number of Registrable Securities owned by Holders and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that a Demand Notice may only be made if the amount of Registrable Securities requested to be registered is either (i) at least 20% of the aggregate number of Registrable Securities then held by such Holder, having an anticipated all Holders or (ii) reasonably expected to generate aggregate gross proceeds on sale (prior to deducting underwriting discounts and commissions and offering price, net expenses) of Selling Expenses, at least $25 million. A Demand Notice shall also specify the expected method or methods of not less than US$5,000,000disposition of the applicable Registrable Securities. Upon Following receipt of such requesta Demand Notice, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) 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 holder of Registrable Securities 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. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement file, as promptly as reasonably practicable, but not later than sixty (60) 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 (subjectsubject to paragraph (e) of this Section 2.1), however, a Registration Statement relating to the Company’s independent auditors providing any required consent), offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Holders (a “Demand Registration Statement”) and shall use its reasonable best efforts to cause such registration statement Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof.

Demand Registrations. Subsequent to July 1, 2015, the Holders’ Representative shall have the right by delivering a written notice to the Company (aa “Demand Notice”) Following to require the Closing of the IPOCompany to, but subject pursuant to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)this Agreement, a Holder may request that the Company register under and in accordance with the provisions of the Securities Act all or any portion the number of the Registrable Securities held owned by the Holders and requested by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven Demand Notice to be so registered (7) days deliver notice of such request to all Holders (the a “Demand NoticeRegistration”); provided, however, that a Demand Notice may only be made if any, who shall then have seven (7) days to notify the Company in writing number of their desire Registrable Securities requested to be included in such registrationDemand Registration is at least two million (2,000,000) Common Shares, subject to adjustment for stock splits, stock dividends, reclassifications, recapitalizations, mergers, share exchanges, reorganizations, consolidations, or similar events. If A Demand Notice shall also specify the request for registration contemplates an underwritten public offeringexpected method or methods of disposition of the applicable Registrable Securities. Following receipt of a Demand Notice, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities 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. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement file, as promptly as reasonably practicable, but not later than sixty (60) 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 (subjectsubject to paragraph (e) of this Section 2.1), however, a Registration Statement relating to the Company’s independent auditors providing any required consent), offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Holders (a “Demand Registration Statement”) and shall use its reasonable best efforts to cause such registration statement Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof.

Demand Registrations. (a) Following If, following the Closing 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 2.1, the IPOHolders’ Representative shall have the right by delivering a written notice to the Company (a “Demand Notice”) to require the Company to, but subject pursuant to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)this Agreement, a Holder may request that the Company register under and in accordance with the provisions of the Securities Act all or the number of Registrable Securities Beneficially Owned by any portion Holders and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities held requested to be registered by such Holder, having an anticipated the Holders’ Representative is reasonably expected to result in aggregate offering price, net gross cash proceeds in excess of Selling Expenses, $70,000,000 (without regard to any underwriting discount or commission). A Demand Notice shall also specify the expected method or methods of not less than US$5,000,000disposition of the applicable Registrable Securities. Upon Following receipt of such requesta Demand Notice, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) 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 holder of Registrable Securities 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. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement file, as promptly as reasonably practicable, but not later than sixty (60) 45 days after receipt by the Company of such Demand Notice (subjectsubject to paragraph (d) of this Section 2.2), however, a Registration Statement relating to the Company’s independent auditors providing any required consent), offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Holders (a “Demand Registration Statement”) and shall use its reasonable best efforts to cause such registration statement Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof.

Demand Registrations. If (ai) Following the Closing Company fails to timely file the Shelf Registration required under the Registration Rights Agreement, (ii) the Company fails to cause such Shelf Registration to become effective within the 180-day time period set forth in the Registration Rights Agreement, (iii) the number of Deferral Periods exceeds one in any three-month period or three in any twelve-month period, or (iv) the number of days in a Deferral Period exceeds 30 days, then on the date of such event the Holders of the IPOWarrants shall have demand registration rights as set forth in this Section 5.01. From and after such event, but subject for so long as the Warrants or any Registrable Securities are outstanding, the Holder may make a written request to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request that the Company register for registration under the Securities Act on Form S-1 or Form S-3 (or other similar short-form if the Company then qualifies for such short form registration) of Registrable Securities for public offering (a "Demand Registration"); provided, however, that the Holders shall have the right to only one Demand Registration of all or any portion part of the their Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000Securities. Upon receipt of such request, Whenever the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registration. If the receive a 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 of Registrable Securities 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. Subject to the provisions of Section 3(b) belowa Demand Registration, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause give written notice of such registration statement request to be declared effective under the Securities Act as promptly as practicable after the filing thereof.all Holders. All requests made pursuant to this Section

Demand Registrations. (a) Following At any time after the Closing first anniversary of the IPO, but subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)date hereof, a Holder Majority Interest of the Investors may request that notify the Company register under the Securities Act that they intend to offer or cause to be offered for public sale all or any portion of the their Registrable Securities held by such Holder, having an anticipated aggregate (representing offering price, net of Selling Expenses, of proceeds aggregating not less than US$5,000,000$20 million for an initial public offering or $10 million otherwise) in the manner specified in such request. Upon receipt of such request, the Company shall within seven (7) days promptly deliver notice of such request to all Holders (the “Demand Notice”), if any, Persons holding Registrable Securities who shall then have seven thirty (730) 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 holder of Registrable Securities 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. Subject to the provisions of Section 3(b) below, the The Company will use its reasonable best efforts to file a expeditiously effect the registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause of all Registrable Securities whose holders request participation in such registration statement to be declared effective 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 promptly as practicable after a group. Notwithstanding anything to the filing thereof.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

Demand Registrations. (a) Following If, following the Closing 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 6.2, the IPOHolders shall have the right by delivering a written notice to the Company (a “Demand Notice”) to require the Company to, but subject pursuant to the terms of any “lock-up agreement” entered into this Agreement, register (including pursuant to an underwritten registration) under and in accordance with an underwriter (unless waived by such underwriter), a Holder may request that the Company register under provisions of the Securities Act all the number of Registrable Securities beneficially owned by the Holders and requested by such Demand Notice to be so registered (a “Demand Registration”). A Demand Notice shall also specify the expected method or any portion methods of disposition of the applicable Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000Securities. Upon Following receipt of such requesta Demand Notice, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) 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 holder of Registrable Securities 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. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement file, as promptly as reasonably practicable, but not later than sixty (60) 30 days after receipt by the Company of such Demand Notice (subjectsubject to paragraph (d) of this Section 6.4), however, a Registration Statement relating to the Company’s independent auditors providing any required consent), offer and sale of the Registrable Securities requested to be included therein by the Holders in accordance with the methods of distribution elected by the Holders (a “Demand Registration Statement”) and shall use its reasonable best efforts to cause such registration statement Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof, provided, however, that the Company shall be required to effect registration pursuant to a request under this Section 6.4(a) on behalf of the Holders a maximum of one time. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 6.4(a) within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the Holders shall have been entitled to join pursuant to Section 6.5.

Demand Registrations. (a) Following If, following the Closing 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 6.2, the IPOHolders shall have the right by delivering a written notice to the Company (a “Demand Notice”) to require the Company to, but subject pursuant to the terms of any “lock-up agreement” entered into this Agreement, register (including pursuant to an underwritten registration) under and in accordance with an underwriter (unless waived by such underwriter), a Holder may request that the Company register under provisions of the Securities Act all the number of Registrable Securities beneficially owned by the Holders and requested by such Demand Notice to be so registered (a “Demand Registration”). A Demand Notice shall also specify the expected method or any portion methods of disposition of the applicable Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000Securities. Upon Following receipt of such requesta Demand Notice, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) 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 holder of Registrable Securities 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. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement file, as promptly as reasonably practicable, but not later than sixty (60) 30 days after receipt by the Company of such Demand Notice (subjectsubject to paragraph (d) of this Section 6.4), however, a Registration Statement relating to the Company’s independent auditors providing any required consent), offer and sale of the Registrable Securities requested to be included therein by the Holders in accordance with the methods of distribution elected by the Holders (a “Demand Registration Statement”) and shall use its reasonable best efforts to cause such registration statement Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof., provided, however, that the Company shall be required to effect registration pursuant to a request under this Section

Demand Registrations. (a) Following If, following the Closing 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 2.1, the IPOHolders’ Representative shall have the right by delivering a written notice to the Company (a “Demand Notice”) to require the Company to, but subject pursuant to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)this Agreement, a Holder may request that the Company register under and in accordance with the provisions of the Securities Act all the number of Registrable Securities Beneficially Owned by any Holders and requested by such Demand Notice to be so registered (a “Demand Registration”). A Demand Notice shall also specify the expected method or any portion methods of disposition of the applicable Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000Securities. Upon Following receipt of such requesta Demand Notice, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) 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 holder of Registrable Securities 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. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement file, as promptly as reasonably practicable, but not later than sixty (60) 30 days after receipt by the Company of such Demand Notice (subjectsubject to paragraph (d) of this Section 2.2), however, a Registration Statement relating to the Company’s independent auditors providing any required consent), offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Holders (a “Demand Registration Statement”) and shall use its reasonable best efforts to cause such registration statement Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. All Demand Registrations shall be firm commitment underwritten offerings unless otherwise approved by the Holders’ Representative.

Demand Registrations. (a) Following REQUESTS FOR REGISTRATION From and after the Closing occurrence of the IPOinitial public offering of the Company's Common Shares under the Securities Act, but any Holder or Holders who collectively hold Registrable Securities representing at least 5% of the Registrable Securities then outstanding shall have the right at any time from time to time (subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriterlimitations below), a Holder may to request that the Company register registration under the Securities Act of all or any portion part of the their Registrable Securities held by such Holderon Form S-3 (or any successor form to Form S-3 or any similar short-form registration statement (each, having an anticipated a "Demand Registration"); provided, that the Company qualifies under the Securities Act for registration on Form S-3. The request for the Demand Registration shall specify the approximate number of Registrable Securities requested to be registered, which must have a minimum expected aggregate offering price, net price to the public of Selling Expenses, of not less than US$5,000,000at least $2,000,000. Upon Within 10 days after receipt of any such request, the Company shall within seven (7) days deliver will give written notice of such request requested registration to all other Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire to be included in such registrationRegistrable Securities. If the request for registration contemplates an underwritten public offering, the The Company shall state include such in the written notice and in such event the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their other Holders' Registrable Securities in the underwritten public such offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) if they have responded affirmatively within 10 days after such the receipt of the Company's notice. EIS shall be permitted to at least one Demand Notice (subjectRegistration; provided, however, that the Holders in aggregate will be entitled to request only one Demand Registration hereunder within any 12-month period. A registration will not count as a permitted Demand Registration until it has become effective (unless such Demand Registration has not become effective due solely to the Company’s independent auditors providing any required consent)fault of the Holders requesting such registration, and shall use its reasonable best efforts to cause including a request by such Holders that such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereofwithdrawn).

Demand Registrations. (a) Following At any time after the Closing six-month anniversary of the IPOconsummation of the Stock Purchase pursuant to the SPA, but subject the Holders’ Representative shall have the right by delivering a written notice to the Company (a “Demand Notice”) to require the Company to, pursuant to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter)this Agreement, a Holder may request that the Company register under and in accordance with the provisions of the Securities Act all or the number of Registrable Securities Beneficially Owned by any portion Holders and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities held requested to be registered by such Holder, having an anticipated the Holders’ Representative (x) relates to at securities representing at least 5% of the then-outstanding shares of Common Stock or (y) is reasonably expected to result in aggregate offering price, net gross cash proceeds in excess of Selling Expenses, $25,000,000 (without regard to any underwriting discount or commission). A Demand Notice shall also specify the expected method or methods of not less than US$5,000,000disposition of the applicable Registrable Securities. Upon Following receipt of such requesta Demand Notice, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) 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 holder of Registrable Securities 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. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement file, as promptly as reasonably practicable, but not later than sixty 30 days (60or, if the Company is not then eligible to use Form S-3, 90 days) days after receipt by the Company of such Demand Notice (subjectsubject to paragraph (e) of this Section 4.1), however, a Registration Statement relating to the Company’s independent auditors providing any required consent), offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such registration statement Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof; provided that if such Demand Notice relates to a Shelf Demand, the provisions of paragraph (b) of this Section 4.1 shall apply.

Demand Registrations. (a) Following If at any time following the Closing date which is six months after the Company's initial public offering, one or more of the IPO, but subject to holders of an aggregate of not less than 20% of the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request that Registrable Securities then outstanding shall notify the Company register under the Securities Act in writing that it or they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities, the Company will notify all of the holders of Registrable Securities held by such Holder, having an anticipated aggregate offering price, net who would be entitled to notice of Selling Expenses, a proposed registration under the terms of not less than US$5,000,000this Agreement. Upon the written request of any such holder after receipt from the Company of such requestnotification, 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 seven 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 (7) days deliver including the holder or holders giving the initial notice of such request intent to all Holders (the “Demand Notice”), if any, who shall then have seven (7register hereunder) days to notify the Company in writing of their desire to be included registered under the Securities Act in such registrationaccordance with the terms of this Section 2(b). If Anything herein to the request for registration contemplates an underwritten public offeringcontrary notwithstanding, the Company shall state such in the written notice and in such event the right of any holder of Registrable Securities be obligated 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. Subject to the provisions of comply with this Section 3(b2(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing thereofon two occasions only.

Demand Registrations. (a) Following At any time -------------------------- -------------------- after September 14, 1996 and prior to the Closing expiration of the IPOExercise Period, but subject the Required Holders may make a written request to the terms Company for registration of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request that the Company register Registrable Securities under the Securities Act with the Commission (or any successor entity) for a public offering of Registrable Securities (a "Demand Registration"). The Holders shall have the right, in the aggregate, to one (1) Demand Registration of all or any portion part of their Registrable Securities (which Demand Registration may be on Form S-2 or S-3 or other short-forms if the Company then qualifies for such short form registration), provided, however, -------- ------- that the Company shall not be required to effect a registration pursuant to this Section 5.01 with respect to any Registrable Securities unless the request for registration covers Registrable Securities representing at least 50% of all Registrable Securities then outstanding and held by the Holders. Whenever the Company shall receive a request for a Demand Registration, the Company will promptly give written notice of such registration to all Holders and shall as expeditiously as is reasonable, use its best efforts to effect the registration under the Securities Act of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, with respect to which the Company shall has received written requests for inclusion therein within seven (730 Business Days after such notice is given. All requests made pursuant to this Section 5.01(a) days deliver notice will specify the number of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) 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 holder shares of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering registered and will also specify the inclusion intended methods of their Registrable Securities in the underwritten public offering to the extent provided herein. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the filing disposition thereof.

Demand Registrations. (a) Following the Closing date hereof for a period of ten (10) years (the IPO"DEMAND PERIOD"), but subject the Holders shall have the right (the "DEMAND RIGHT") to require the terms Company to file a registration statement under the Securities Act in respect of any “lock-up agreement” entered into with an underwriter (unless waived Registrable Shares held by such underwriter)Holder; PROVIDED, HOWEVER, that (i) such Demand Right may be exercised only during the Exercise Period and (ii) the Holders shall be entitled to only two (2) Demand Registrations hereunder. In exercising the Demand Right, a Holder may only exercise it in respect of at least 50% of the Demand Registrable Shares at that time and in no event shall a Holder be entitled to exercise the second Demand Right hereunder until the date that is six (6) months after the date on which the first Demand Registration hereunder is declared effective under the Securities Act. As promptly as practicable, but in no event later than thirty (30) days after the Company receives a written request from such Holder demanding that the Company so register under the Securities Act all or any portion number of the Registrable Securities held by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of Shares specified in such request, the Company shall within seven (7) days deliver notice of such request to all Holders (file with the “Demand Notice”), if any, who shall then have seven (7) 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 Commission and in such event the right of any holder of Registrable Securities 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. Subject to the provisions of Section 3(b) below, the Company will thereafter use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause such registration statement to be declared effective under promptly a registration statement (a "DEMAND REGISTRATION") providing for the Securities Act registration of all Registrable Shares as promptly as practicable after the filing thereofsuch Holder shall have demanded be registered.

Demand Registrations. At any time and from time to time after the Closing, the Company shall, upon the written demand of the Investor, use its best efforts to effect the registration (a "Demand Registration") under the Act (by means of a "shelf" registration statement pursuant to Rule 415 under the Act, if so requested and if the Company is eligible therefor at such time) of such number of Registrable Securities (as defined below) then beneficially owned by the Investor as shall be indicated in a written demand sent to the Company by the Investor; provided, however, that: (a) Following the Closing Company shall be obligated under this Agreement to effect no more than (i) two Demand Registrations so long as the Company is not eligible to file Form S-3 under the Act, and (ii) five Demand Registrations if the Company is eligible to file Form S-3; and (b) a Demand Registration shall not count as such until it has become effective, except that if, after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the IPOSEC or any other Government Authority, but subject such registration shall be deemed not to have been effected unless such stop order, injunction or other order or requirement shall subsequently have been vacated or otherwise removed. If a Demand Registration is initiated by the terms of any “lock-up agreement” entered into with an underwriter (unless waived Investor, no other securities may be offered in such offering by such underwriter), a Holder may request that the Company register without the Investor's consent. Upon receipt of the written demand of the Investor, the Company shall expeditiously effect the registration under the Securities Act all or any portion of the Registrable Securities held covered by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) 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 holder of Registrable Securities 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. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause have such registration statement become and remain effective as provided in Section 8.8. The Investor shall have the right to be declared effective under select the Securities Act as promptly as practicable after the filing thereofunderwriters for a Demand Registration.

Demand Registrations. (a) Following At any time and from time to time (x) the Closing of Summit Investors, or (y) the IPOFounders (respectively, but subject to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriterInitiating Holders”), a Holder may request in writing that the Company register under the Securities Act all or any portion of the Registrable Securities held by such HolderHolders, having an anticipated aggregate offering price, net of Selling Expenses, price of not less than US$5,000,00020,000,000; provided that no Registration Statement need be filed with the Commission prior to the later of (i) one hundred and eighty days following the pricing of the IPO and (ii) 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 within seven ten (710) days deliver notice of such request to all Holders (the “Demand Notice”) thereof to all Holders (other than the Holders of such request, as applicable), if any, who shall then have seven twenty (720) 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 holder of Registrable Securities 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. Subject to the provisions of Section 3(b) 2.5 below, the Company will use its reasonable best efforts to file a registration statement for such intended method of distribution, as promptly as practicable, but not later than sixty (60x) ninety (90) days after such Demand Notice in the case of a registration with a Long-Form Registration Statement and (subject, however, to y) thirty (30) days after such Demand Notice in the Company’s independent auditors providing any required consent)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 to be declared effective under the Securities Act as promptly as practicable after the filing thereofthereof (subject to the proviso of the first sentence of this Section 2.1(a)).

Demand Registrations. (a) Following At any time following the Closing OFFERING and prior to a date on which the Company shall have obtained a written opinion of the IPO, but subject legal counsel reasonably satisfactory to PepsiCo and addressed to the terms of any “lock-up agreement” entered into with an underwriter (unless waived by such underwriter), a Holder may request Company and the Holders to the effect that the Company register Shares may be publicly offered for sale in the United States by the Holders without restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act (such period being the "DEMAND PERIOD"), the Holders shall have the right to require the Company to file a registration statement under the Securities Act in respect of all or any a portion of their Shares (so long as such request covers at least 2% of the Registrable Securities held shares of Common Stock then outstanding), by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, delivering to the Company shall within seven (7) days deliver written notice stating that such right is being exercised, specifying the number of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) days to notify the Company in writing of their desire Shares 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 of Registrable Securities 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. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as and describing the intended method of distribution thereof (a "DEMAND REQUEST"). As promptly as practicable, but not in no event later than sixty forty-five (6045) days (one hundred twenty (120) days, if the applicable registration form is other than Form S-3) after such the Company receives a Demand Notice (subjectRequest, however, to the Company’s independent auditors providing any required consent), Company shall file with the SEC and shall thereafter use its reasonable best efforts to cause such registration statement to be declared effective effective, a registration statement (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration)(a "DEMAND REGISTRATION") providing for the registration of such number of Shares as promptly as practicable after the filing thereofHolders shall have demanded be registered for distribution in accordance with their intended method of distribution.

Demand Registrations. At any time and from time to time after the Closing, the Company shall, upon the written demand of the Investor, use its best efforts to effect the registration (a "DEMAND REGISTRATION") under the Act (by means of a "shelf" registration statement pursuant to Rule 415 under the Act, if so requested and if the Company is eligible therefor at such time) of such number of Registrable Securities (as defined below) then beneficially owned by the Investor as shall be indicated in a written demand sent to the Company by the Investor; PROVIDED, HOWEVER, that: (a) Following the Closing Company shall be obligated under this Agreement to effect no more than (i) two Demand Registrations so long as the Company is not eligible to file Form S-3 under the Act, and (ii) five Demand Registrations if the Company is eligible to file Form S-3; and (b) a Demand Registration shall not count as such until it has become effective, except that if, after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the IPOSEC or any other Government Authority, but subject such registration shall be deemed not to have been effected unless such stop order, injunction or other order or requirement shall subsequently have been vacated or otherwise removed. If a Demand Registration is initiated by the terms of any “lock-up agreement” entered into with an underwriter (unless waived Investor, no other securities may be offered in such offering by such underwriter), a Holder may request that the Company register without the Investor's consent. Upon receipt of the written demand of the Investor, the Company shall expeditiously effect the registration under the Securities Act all or any portion of the Registrable Securities held covered by such Holder, having an anticipated aggregate offering price, net of Selling Expenses, of not less than US$5,000,000. Upon receipt of such request, the Company shall within seven (7) days deliver notice of such request to all Holders (the “Demand Notice”), if any, who shall then have seven (7) 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 holder of Registrable Securities 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. Subject to the provisions of Section 3(b) below, the Company will use its reasonable best efforts to file a registration statement as promptly as practicable, but not later than sixty (60) days after such Demand Notice (subject, however, to the Company’s independent auditors providing any required consent), and shall use its reasonable best efforts to cause have such registration statement become and remain effective as provided in Section 8.8. The Investor shall have the right to be declared effective under select the Securities Act as promptly as practicable after the filing thereofunderwriters for a Demand Registration.