Common use of Demand Registrations Clause in Contracts

Demand Registrations. (a) The Investors may request the Parent to use commercially reasonable efforts to effect a Registration of all or part of their Registrable Shares (such Registration being hereinafter referred to as a "Demand Registration") by filing a registration statement under the U.S. Securities Act and a prospectus under Canadian Securities Acts (including, if eligible, a shelf registration statement under Rule 415 of the U.S. Securities Act and a shelf prospectus under National Instrument 44-102 - Shelf Distributions). Any such request shall be made by notice in writing (a "Demand Registration Request") to the Parent. To the extent such Demand Registration Request seeks to register Common Shares that the Investors have acquired or have the right to acquire upon exchange or conversion of any Purchased Series B Preferred Shares (such Common Shares, "Investor Series B Demand Shares"), within five (5) Business Days after receipt of such Demand Registration Request, the Parent will give written notice of such request to the Oaktree Investors and, subject to Section 5.2(b), will include in such registration all Common Shares that the Oaktree Investors have acquired or have the right to acquire upon exchange or conversion of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased by the Oaktree Investors on the date hereof and purchased by the Oaktree Investors on the exercise of the Series B-2 Sale Option, respectively, that have not been registered pursuant to a registration statement under the U.S. Securities Act (such Common Shares, the "Oaktree Series B Demand Shares") with respect to which the Parent has received from the Oaktree Investors written requests for inclusion within ten (10) Business Days after delivery of the Parent's notice to the Oaktree Investors, specifying the number of Oaktree Series B Demand Shares intended to be registered, provided that such number requested to be registered by the Oaktree Investors may not exceed the Oaktree Pro Rata Percentage of the number of Investor Series B Demand Shares requested to be registered by the Investors in the Demand Registration Request. Subject to Section 5.2(b), the Parent shall be entitled to include for sale in any prospectus or registration statement filed pursuant to a Demand Registration any securities of the Parent to be sold by the Parent for its own account.

Demand Registrations. (ai) The Investors If at any time from September 21, 2006 through September 20, 2007 (the “Demand Period”) it is determined by counsel for FieldCentrix after due inquiry that a Permitted Transferee (as defined below) may request not tack the Parent holding period which it has held Registrable Shares to use commercially reasonable efforts the period FieldCentrix held such Registrable Shares for purposes of Rule 144(d) under the 1933 Act, one or more Permitted Transferees (the “Requesting Holders”) may require Astea to effect register (the “Demand Registration”, and collectively with a Registration of all or part of their Piggyback Registration, a “Registration”) such Requesting Holders’ Registrable Shares (in such amounts as limited by Section 1(b)(iii) below) on Form S-3 (or any similar form promulgated by the SEC) (the “Demand Registration being hereinafter referred Statement” and collectively with a Piggyback Registration Statement, the “Registration Statements”). Each request for a Demand Registration shall be in writing and shall specify the number of Registrable Shares requested to as a "Demand Registration") by filing a registration statement under be registered and the U.S. Securities Act and a prospectus under Canadian Securities Acts (includingproposed underwriter, if eligible, any. In the event Astea receives a shelf registration statement under Rule 415 of the U.S. Securities Act and a shelf prospectus under National Instrument 44-102 - Shelf Distributions). Any such request shall be made by notice in writing (a "for Demand Registration Request"from one or more Requesting Holders, Astea shall: (i) to the Parent. To the extent such Demand Registration Request seeks to register Common Shares that the Investors have acquired or have the right to acquire upon exchange or conversion of any Purchased Series B Preferred Shares within ten (such Common Shares, "Investor Series B Demand Shares"), within five (510) Business Days days after receipt of any such Demand Registration Requestrequest, the Parent will give written notice of such request requested registration to all other Permitted Transferees (if any) of Registrable Shares; (ii) as soon as practicable, but no later than ninety (90) days thereafter, use its commercially reasonable efforts to file with the Oaktree Investors and, subject to Section 5.2(b), will SEC the Demand Registration Statement under the 1933 Act; and (iii) include in such registration all Common Registrable Shares that (subject to the Oaktree Investors have acquired or have the right to acquire upon exchange or conversion of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased by the Oaktree Investors on the date hereof and purchased by the Oaktree Investors on the exercise of the Series B-2 Sale Option, respectively, that have not been registered pursuant to a registration statement under the U.S. Securities Act (such Common Shares, the "Oaktree Series B Demand Shares"limitations set forth below in Section 1(b)(iii)) with respect to which the Parent Astea has received from the Oaktree Investors written requests for inclusion therein from Requesting Holders and from the other Permitted Transferees within ten twenty (1020) Business Days days after the mailing or delivery of Astea’s notice of such requested Demand Registration (such other Permitted Transferees and the Parent's notice Requesting Holders collectively referred to as the Oaktree Investors“Demand Participating Holders”), specifying except that if the Demand Registration is an underwritten offering and the managing underwriter(s) thereof shall impose a limitation on the number of Oaktree Series B shares of Common Stock which may be included in a Demand Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then Astea shall be obligated to include in such Demand Registration Statement only such limited portion of the Registrable Shares intended as the underwriter(s) shall permit, if any. Any exclusion of Registrable Shares shall be made pro rata among the Demand Participating Holders in proportion to be registered, provided that such the number of Registrable Shares of the Demand Participating Holders requested to be registered by included in such Demand Registration; provided, however, Astea shall not exclude any Registrable Shares unless Astea has first excluded all outstanding securities, the Oaktree Investors may holders of which are not exceed the Oaktree Pro Rata Percentage entitled to inclusion of the number of Investor Series B Demand Shares requested to be registered by the Investors such securities in the such Demand Registration Request. Subject to Section 5.2(b), the Parent shall be entitled to include for sale in any prospectus or registration statement filed pursuant to a Demand Registration any securities of the Parent to be sold by the Parent for its own accountStatement.

Demand Registrations. (aa)(i)Subject to Sections 2.1(b), 2.1(g), 2.3 and 2.7, at any time and from time to time, but in all circumstances no earlier than the date which is three years after the closing of an IPO, each of the Major Investors shall have the right to require the Company to file up to two (2) The Investors may request registration statements under the Parent to use commercially reasonable efforts to effect a Registration of Securities Act covering all or any part of their and their respective Affiliates’ Registrable Shares 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 sale or distribution thereof. Any such request by a Major Investor pursuant to this Section 2.1(a)(i) is referred to herein as a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Major Investor(s) making such Registration demand for registration being hereinafter referred to as the “Initiating Holders”). If a "single Demand Registration Request is delivered by more than one Initiating Holder, the registration requested by such Demand Registration Request shall constitute only one Demand Registration") by filing a registration statement under . Any Demand Registration Request may request that the U.S. Company register Registrable Securities Act and a prospectus under Canadian Securities Acts (includingon an appropriate form, if eligible, including a shelf registration statement under pursuant to Rule 415 of under the U.S. Securities Act and on Form S-3 (if the Company is eligible to file a shelf prospectus registration statement on Form S-3) or Form S-1 (any such shelf registration statement on Form S-3 or Form S-1, a “Shelf Registration Statement”), and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under National Instrument 44-102 - Shelf Distributionsthe Securities Act, a “WKSI”), an automatic shelf registration statement (as defined in Rule 405 under the Securities Act, an “automatic shelf registration statement”). Any such request The Company shall be made by give written notice in writing (a "the “Demand Registration Request"Exercise Notice”) to the Parent. To the extent of such Demand Registration Request seeks to register Common Shares that each of the Investors have acquired or have the right to acquire upon exchange or conversion Holders of any Purchased Series B Preferred Shares (such Common Sharesrecord of Registrable Securities, "Investor Series B Demand Shares"), within at least five (5) Business Days after receipt of such Demand Registration Request, the Parent will give written notice of such request prior to the Oaktree Investors and, subject to Section 5.2(b), will include in such registration all Common Shares that the Oaktree Investors have acquired or have the right to acquire upon exchange or conversion filing of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased by the Oaktree Investors on the date hereof and purchased by the Oaktree Investors on the exercise of the Series B-2 Sale Option, respectively, that have not been registered pursuant to a any registration statement under the U.S. Securities Act (such Common SharesAct. Notwithstanding the foregoing, the "Oaktree Series B Company may delay any Demand Shares") with respect Exercise Notice, including until after filing a registration statement, so long as all recipients of such notice have the same amount of time to which the Parent has received from the Oaktree Investors written requests for inclusion within ten (10) Business Days after delivery of the Parent's determine whether to participate in an offering as they would have had if such notice to the Oaktree Investors, specifying the number of Oaktree Series B Demand Shares intended to be registered, provided that such number requested to be registered by the Oaktree Investors may had not exceed the Oaktree Pro Rata Percentage of the number of Investor Series B Demand Shares requested to be registered by the Investors in the Demand Registration Request. Subject to Section 5.2(b), the Parent shall be entitled to include for sale in any prospectus or registration statement filed pursuant to a Demand Registration any securities of the Parent to be sold by the Parent for its own accountbeen so delayed.

Demand Registrations. (a) The (i) Subject to Sections 2.1(b), 2.1(g), 2.3 and 2.7, at any time and from time to time, but in all circumstances no earlier than the date which is three years after the closing of an IPO, each of the Major Investors may request shall have the Parent right to use commercially reasonable efforts require the Company to effect a Registration of file up to two (2) registration statements under the Securities Act covering all or any part of their and their respective Affiliates’ Registrable Shares 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 sale or distribution thereof. Any such request by a Major Investor pursuant to this Section 2.1(a)(i) is referred to herein as a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Major Investor(s) making such Registration demand for registration being hereinafter referred to as the “Initiating Holders”). If a "single Demand Registration Request is delivered by more than one Initiating Holder, the registration requested by such Demand Registration Request shall constitute only one Demand Registration") by filing a registration statement under . Any Demand Registration Request may request that the U.S. Company register Registrable Securities Act and a prospectus under Canadian Securities Acts (includingon an appropriate form, if eligible, including a shelf registration statement under pursuant to Rule 415 of under the U.S. Securities Act and on Form S-3 (if the Company is eligible to file a shelf prospectus registration statement on Form S-3) or Form S-1 (any such shelf registration statement on Form S-3 or Form S-1, a “Shelf Registration Statement”), and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under National Instrument 44-102 - Shelf Distributionsthe Securities Act, a “WKSI”), an automatic shelf registration statement (as defined in Rule 405 under the Securities Act, an “automatic shelf registration statement”). Any such request The Company shall be made by give written notice in writing (a "the “Demand Registration Request"Exercise Notice”) to the Parent. To the extent of such Demand Registration Request seeks to register Common Shares that each of the Investors have acquired or have the right to acquire upon exchange or conversion Holders of any Purchased Series B Preferred Shares (such Common Sharesrecord of Registrable Securities, "Investor Series B Demand Shares"), within at least five (5) Business Days after receipt of such Demand Registration Request, the Parent will give written notice of such request prior to the Oaktree Investors and, subject to Section 5.2(b), will include in such registration all Common Shares that the Oaktree Investors have acquired or have the right to acquire upon exchange or conversion filing of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased by the Oaktree Investors on the date hereof and purchased by the Oaktree Investors on the exercise of the Series B-2 Sale Option, respectively, that have not been registered pursuant to a any registration statement under the U.S. Securities Act (such Common SharesAct. Notwithstanding the foregoing, the "Oaktree Series B Company may delay any Demand Shares") with respect Exercise Notice, including until after filing a registration statement, so long as all recipients of such notice have the same amount of time to which the Parent has received from the Oaktree Investors written requests for inclusion within ten (10) Business Days after delivery of the Parent's determine whether to participate in an offering as they would have had if such notice to the Oaktree Investors, specifying the number of Oaktree Series B Demand Shares intended to be registered, provided that such number requested to be registered by the Oaktree Investors may had not exceed the Oaktree Pro Rata Percentage of the number of Investor Series B Demand Shares requested to be registered by the Investors in the Demand Registration Request. Subject to Section 5.2(b), the Parent shall be entitled to include for sale in any prospectus or registration statement filed pursuant to a Demand Registration any securities of the Parent to be sold by the Parent for its own accountbeen so delayed.

Demand Registrations. (a) The Investors On any six (6) occasions after the date which is one hundred eighty (180) days after the date of the execution of this Agreement, subject to the conditions set forth in this Agreement, 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 Parent to use commercially reasonable efforts to effect a Registration of all or part of their Registrable Shares (such Registration being hereinafter referred to as a "Demand RegistrationInitiating Holders") by filing that the Company cause to be filed with the Commission and cause to become effective a registration statement under the U.S. Securities Act and a prospectus under Canadian Securities Acts (including, if eligible, a shelf registration statement under Rule 415 of the U.S. Securities Act and a shelf prospectus under National Instrument 44-102 - Shelf Distributions). Any such request shall be made by notice in writing (a "Demand Registration RequestStatement") under the Securities Act relating to the Parent. To sale by such Holders of their Registrable Securities in accordance with the extent 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 Request seeks to register Common Shares 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 Investors have acquired or have the right to acquire upon exchange or conversion Demand Threshold. Upon receipt of any Purchased Series B Preferred Shares (such Common Shares, "Investor Series B Demand Shares"), within five (5) Business Days after receipt of such Demand Registration Requestrequest, the Parent will Company shall give written notice of such request proposed registration to all Holders of Registrable Securities. Such Holders shall have the right, by giving written notice to the Oaktree Investors andCom pany within fifteen (15) business days after such notice referred to in the preceding sentence has been given by the Company, subject 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 practi cable thereafter cause such Demand Registration Statement to be filed and declared effective by the Commission for all Registrable Securities which the Company has been requested to register. The Company shall in no event be obligated to effect under this Section 5.2(b2 more than six (6) demand registrations. If the managing underwriter of an 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 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 Xxxxxxx Agreement or the Monroe Agreement), will include 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 all Common Shares that the Oaktree Investors have acquired or have the right and; fourth, securities held by any Holder participating in such registration pursuant to acquire upon exchange or conversion of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased by the Oaktree Investors on the date hereof and purchased by the Oaktree Investors on the exercise of the Series B-2 Sale Optiondemand registration rights set forth in this Section 2, respectively, that have not been registered and any Selling Stockholder participating in such offering pursuant to a the exercise of piggyback registration statement rights under the U.S. Securities Act Xxxxxxx Agreement or the Monroe Agreement, as determined on a pro rata basis (such Common Shares, based upon the "Oaktree Series B Demand Shares") with respect to which the Parent has received from the Oaktree Investors written requests for inclusion within ten (10) Business Days after delivery of the Parent's notice to the Oaktree Investors, specifying the aggregate number of Oaktree Series B Demand Shares intended to be registeredsecurities held by such Holders or Selling Stockholders, provided that such number requested to be registered by as the Oaktree Investors case may not exceed the Oaktree Pro Rata Percentage of the number of Investor Series B Demand Shares requested to be registered by the Investors in the Demand Registration Request. Subject to Section 5.2(bbe), the Parent shall be entitled to include for sale in any prospectus or registration statement filed pursuant to a Demand Registration any securities of the Parent to be sold by the Parent for its own account.

Demand Registrations. (a) The Investors At any time after the initial public offering of New Holdings' Common Stock pursuant to an effective registration under the Securities Act (the "IPO"), a Majority Interest may request that New Holdings register under the Parent to use commercially reasonable efforts to effect a Registration of Securities Act all or part of their Registrable Shares (such Registration being hereinafter referred to as a "Demand Registration") by filing a registration statement under the U.S. Securities Act and a prospectus under Canadian Securities Acts (including, if eligible, a shelf registration statement under Rule 415 any portion of the U.S. Registrable Securities Act and a shelf prospectus under National Instrument 44-102 - Shelf Distributions). Any held by such request Majority Interest; PROVIDED that all such requests shall be made by notice in writing (a "Demand Registration Request") and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares; and PROVIDED, FURTHER, that such registration shall not become effective prior to the Parentsix month anniversary of the effectiveness of New Holdings' IPO. To the extent such Demand Registration Request seeks to register Common Shares that the Investors have acquired or have the right to acquire upon exchange or conversion of any Purchased Series B Preferred Shares (such Common Shares, "Investor Series B Demand Shares"), within five (5) Business Days after Upon receipt of such Demand Registration Requestrequest, the Parent will give written New Holdings shall promptly deliver notice of such request to all holders of Registrable Securities, if any, who shall then have thirty (30) days to notify New Holdings in writing of their desire to be included in such registration. If the Oaktree Investors andrequest for registration contemplates an underwritten public offering, subject New Holdings shall state such in the written notice and in such event the right of any holder of Registrable Securities to Section 5.2(b), will include 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. New Holdings will use its best efforts to expeditiously effect the registration of all Common Shares that Registrable Securities whose holders request participation in such registration under the Oaktree Investors have acquired or have the right Securities Act and to acquire upon exchange or conversion of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased by the Oaktree Investors on the date hereof and purchased by the Oaktree Investors on the exercise of the Series B-2 Sale Optionqualify such Registrable Securities for sale under any state blue sky law; provided, respectivelyhowever, that have New Holdings shall not been registered be required to effect registration pursuant to a request under this Section 2 more than three (3) times for the holders of the Registrable Securities as a group. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement under filed by New Holdings covering a firm commitment underwritten public offering in which the U.S. holders of Registrable Securities Act (such Common Shares, the "Oaktree Series B Demand Shares") with respect shall have been entitled to join pursuant to this Section 2 or Section 4 hereof and in which there shall have been effectively registered all shares of Registrable Securities as to which registration shall have been so requested. New Holdings may postpone the Parent has received from filing or the Oaktree Investors written requests effectiveness of any registration statement pursuant to this Section 2 for inclusion within ten (10) Business Days after delivery of the Parent's notice to the Oaktree Investors, specifying the number of Oaktree Series B Demand Shares intended to be registereda reasonable time period, provided that such number postponements shall not exceed ninety (90) days in the aggregate during any twelve (12) month period, if (i) New Holdings 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 New Holdings determines in good faith that such disclosure is not in the best interests of New Holdings and its stockholders, or (ii) the Board of Directors of New Holdings 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 be registered such registration has been declared effective by the Oaktree Investors may not exceed Commission at the Oaktree Pro Rata Percentage request of the number of Investor Series B Demand Shares requested to be registered by the Investors initiating Majority Interest; provided, however, that if a Majority Interest shall request, in the Demand Registration Request. Subject to Section 5.2(b)writing, the Parent shall be entitled to include for sale in any prospectus or that New Holdings withdraw a registration statement which has been filed pursuant under this Section 2(a) but not yet been declared effective, a Majority Interest may thereafter request New Holdings to a Demand Registration any securities of reinstate such registration statement, if permitted under the Parent Securities Act, or to be sold by file another registration statement, in accordance with the Parent for its own accountprocedures set forth herein.

Demand Registrations. (a) The Investors may request the Parent to use commercially reasonable efforts to effect a Registration of all or part of their Registrable Shares (such Registration being hereinafter referred to A registration shall not be treated as a "Demand Registration"Registration unless the holders of Registrable Securities are able to include, in accordance with the following provisions, at least 75% of the Registrable Securities requested to be included in such registration and until (i) by filing a the applicable registration statement under the U.S. Securities Act and a prospectus under Canadian Securities Acts (including, if eligible, a shelf registration statement under Rule 415 of has been filed with the U.S. Securities Act and a shelf prospectus under National Instrument 44-102 - Shelf Distributions). Any such request shall be made by notice in writing (a "Demand Registration Request") SEC with respect to the Parent. To the extent such Demand Registration Request seeks to register Common Shares that and been declared effective and (ii) such Registrations Statement shall have been maintained continuously effective for a period ending two (2) years from the Investors Effective Time or one hundred twenty (120) days after the effective date of such registration statement, whichever is greater, or such shorter period when all Registrable Securities included therein have acquired or have been sold thereunder in accordance with the right to acquire upon exchange or conversion manner of any Purchased Series B Preferred Shares (distribution set forth in such Common Shares, "Investor Series B Demand Shares"), within five (5) Business Days after receipt of registration statement. The Company may include in such Demand Registration Requestother securities held by security holders entitled to registration rights, the Parent will give written notice of provided that such request to the Oaktree Investors and, subject to Section 5.2(b), will include in such registration all Common Shares that the Oaktree Investors have acquired or have the right to acquire upon exchange or conversion securities are of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased by same class as the Oaktree Investors on the date hereof and purchased by the Oaktree Investors on the exercise of the Series B-2 Sale Option, respectively, that have not been registered pursuant to a registration statement under the U.S. Registrable Securities Act (such Common Shares, the "Oaktree Series B Demand Shares") with respect to which such Demand Registration has been made. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Parent has received from the Oaktree Investors written requests for inclusion within ten (10) Business Days after delivery holders of a majority of the Parent's notice Registrable Securities sought to be registered in such Demand Registration (which such underwriter shall be reasonably acceptable to the Oaktree InvestorsCompany and whose fees and expenses shall be borne solely by the Company in the case of the first Demand Registration and borne on a pro rata basis by all holders of securities permitted by such underwriter to be included in any subsequent Demand registration, specifying in proportion to the number of Oaktree Series B securities included in such Demand Shares intended Registration)) advises the Company and the holders of the Registrable Securities sought to be registeredincluded in such Demand Registration that, provided in its judgement, marketing or other factors dictate that limiting the securities to be included in the Registration Statement is necessary to facilitate public distribution of the Registrable Securities ultimately to be included therein, then the Company shall include in such number requested Registration Statement only such limited portion of the Registrable Securities and other securities sought to be registered by therein as the Oaktree Investors may not exceed underwriter shall permit in accordance with this paragraph. Any exclusion of Registrable Securities shall be made pro rata among the Oaktree Pro Rata Percentage of Shareholders seeking to include Registrable Securities, in proportion to the number of Investor Series B Demand Shares requested Registrable Securities sought to be registered included by such Shareholders; provided, however, that the Investors in the Demand Registration Request. Subject to Section 5.2(b), the Parent Company shall be entitled to include for sale in any prospectus or registration statement filed pursuant to a Demand Registration any securities of the Parent to be sold by the Parent for its own account.not exclude any

Demand Registrations. During the Registration Period, holders of the -------------------- Requisite Amount of Registrable Securities in the aggregate shall be entitled to make a written request of the Company (aeach such request being a "Demand") The Investors may request for registration under the Parent to use commercially reasonable efforts to effect a Registration Securities Act of all or part of their the Registrable Shares Securities (such Registration being hereinafter referred to as a "Demand Registration") by filing a registration statement in accordance with this Section 2.1. Such Demand shall specify: (i) the aggregate number and kind of Registrable Securities requested to be registered; and (ii) the intended method of distribution in connection with such Demand Registration to the extent then known. The holders of Registrable Securities shall be entitled to three (3) Demand Registrations. Any Demand Registration hereunder shall be on any appropriate form under the U.S. Securities Act and a prospectus under Canadian Securities Acts permitting registration of such Registrable Shares for resale by the Stockholders making such Demand Registration in the manner or manners designated by them (including, if eligiblewithout limitation, pursuant to a shelf registration statement (a "Shelf Registration") under Rule 415 under the Securities Act); provided, however, only two Demand Registrations requested by the Stockholders in accordance with this Section 2.1 shall be for an underwritten offering. If the holders of a majority in interest of the U.S. Registrable Securities Act and sought to be registered in a shelf prospectus under National Instrument 44-102 - Shelf Distributions). Any such request shall be made by notice in writing (a "Demand Registration Request") to the Parent. To the extent request that such Demand Registration Request seeks be an underwritten offering in accordance with this Section 2.1, then such holders shall select a nationally recognized underwriter or underwriters to register Common Shares that manage and administer such offering, such underwriter or underwriters, as the Investors have acquired case may be, to be subject to the approval of the Company's board of directors, which such approval shall not be unreasonably withheld. No Demand shall be effective or have impose any obligation upon the right to acquire upon exchange or conversion Company unless such Demand shall request the registration of any Purchased Series B Preferred Shares not less than the Requisite Amount of Registrable Securities. Within ten (such Common Shares, "Investor Series B Demand Shares"), within five (510) Business Days days after receipt of such Demand Registration Requesta Demand, the Parent will Company shall give written notice of such request Demand to the Oaktree Investors and, subject to Section 5.2(b), will all other holders of Registrable Securities and shall include in such registration all Common Shares that Registrable Securities of each holder thereof with respect to which the Oaktree Investors have acquired or have Company has received a written request for inclusion therein within twenty (20) days after the right to acquire upon exchange or conversion receipt by such holder of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased Company's notice required by this paragraph. A registration shall not be treated as a Demand Registration unless the Oaktree Investors on holders of Registrable Securities are able to include, in accordance with the date hereof and purchased by the Oaktree Investors on the exercise following provisions, at least 75% of the Series B-2 Sale Option, respectively, that have not been registered pursuant Registrable Securities requested to a be included in such registration statement and until (i) the applicable Registration Statement under the U.S. Securities Act has been filed with the United States Securities and Exchange Commission (such Common Shares, the "Oaktree Series B Demand SharesSEC") with respect to which such Demand Registration and has been declared effective and (ii) such Registration Statement shall have been maintained continuously effective for a period of at least 120 days (or, in the Parent has received from case of a Shelf Registration, one (1) year) or such shorter period when all Registrable Securities included therein have been sold thereunder in accordance with the Oaktree Investors manner of distribution set forth in such Registration Statement. Neither the Company nor any other Person shall include any other securities in a Demand Registration, except with the written requests for inclusion within ten (10) Business Days after delivery consent of the Parent's notice holders of the majority of the Registrable Securities sought to be registered pursuant to such Demand Registration. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the holders of a majority of the Registrable Securities sought to be registered in such Demand Registration (which such underwriter shall be reasonably acceptable to the Oaktree InvestorsCompany and whose fees and expenses shall be borne solely by the Company in the case of the first underwritten Demand Registration and borne on a pro rata basis by all holders of securities permitted by such underwriter to be included in any second underwritten Demand Registration, specifying in proportion to the number of Oaktree Series B securities included in such Demand Shares intended Registration)) advises the Company and the holders of the Registrable Securities sought to be registeredincluded in such Demand Registration that, provided in its judgment, marketing or other factors dictate that limiting the securities to be included in the Registration Statement is necessary to facilitate public distribution of the Registrable Securities ultimately to be included therein, then the Company shall include in such number requested Registration Statement only such limited portion of the Registrable Securities and other securities sought to be registered by therein as the Oaktree Investors may not exceed underwriter shall permit in accordance with this paragraph. Any exclusion of Registrable Securities shall be made pro rata among the Oaktree Pro Rata Percentage of Stockholders seeking to include Registrable Securities, in proportion to the number of Investor Series B Demand Shares requested Registrable Securities sought to be registered included by such Stockholders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities other than the Registrable Securities. The Company may postpone for up to sixty (60) days (but no more than ninety (90) days in any 365 day period) the filing or the effectiveness (which may include the withdrawal of an effective registration statement) of a Registration Statement pursuant to this Section 2.1 if the Company's board of directors reasonably determines in its good faith judgment that, because of the existence of any proposal or plan by the Investors Company or any of its subsidiaries to engage in any acquisition or financing activity (other than in the Demand Registration Request. Subject ordinary course of business) or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to Section 5.2(bthe Company (other than any such event or condition consisting of one or more requests by one or more of the Company's stockholders (other than any Stockholder) to exercise "demand" registration rights), it would be materially disadvantageous to the Parent shall Company for such a Registration Statement to be maintained effective, or to be filed and become effective; provided, however, that, in such event, the holders of Registrable Securities making such Demand will be entitled to include for sale in any prospectus or withdraw such Demand, and, if such Demand is withdrawn, such registration statement filed pursuant to a Demand Registration any securities will not count as one of the Parent Demand Registrations hereunder; and, provided, further, that the Registration Period will be extended for a period of time equal to be sold by the Parent for its own accountany such postponements.

Demand Registrations. (a) The Investors At any time following the date on which all Initial Registrable Securities have been registered for resale pursuant to Section 2 hereof (the “Permitted Request Date”), (i) a Holder or Holders owning 25% or more in interest (the “Initiating Holders”) of the Registrable Securities (other than the Initial Registrable Securities)(the “Remaining Registrable Securities”) may request that the Parent to use commercially reasonable efforts to effect Company file a Registration Statement providing for the resale of all Remaining Registrable Securities then held by the Initiating Holders by giving written notice (a “Demand Notice”) of such demand to the Company. The Demand Notice shall describe the number of Remaining Registrable Securities intended to be disposed of and the intended method of disposition. The Company shall then prepare and file with the Commission on or part prior to the Additional Filing Date, a “resale” Registration Statement providing for the resale of their all Remaining Registrable Shares (Securities included in the Demand Notice for an offering to be made on a continuous basis pursuant to Rule 415. Any such Registration being hereinafter referred Statements shall be on Form S-1 (except if the Company is not then eligible to as a "Demand Registration") by filing a registration statement under register for resale such Remaining Registrable Securities on Form S-1, in which case such registrations shall be on another appropriate form in accordance herewith and the U.S. Securities Act and a prospectus the rules promulgated thereunder). Each such Registration Statement shall cover to the extent allowable under Canadian Securities Acts (including, if eligible, a shelf registration statement under Rule 415 of the U.S. Securities Act and a shelf prospectus under National Instrument 44-102 - Shelf Distributionsthe rules promulgated thereunder (including Rules 415 and 416). Any , such request shall be made by notice in writing (a "Demand Registration Request") indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the ParentRegistrable Securities. To The Company shall (i) not permit any securities other than the extent Remaining Registrable Securities to be included in any such Demand Registration Request seeks Statement and (ii) use its reasonable best efforts to register Common Shares that cause any such Registration Statement to be declared effective under the Investors have acquired or have Securities Act as promptly as possible after the right to acquire upon exchange or conversion of filing thereof, but in any Purchased Series B Preferred Shares (such Common Shares, "Investor Series B Demand Shares"), within five (5) Business Days after receipt of such Demand Registration Request, the Parent will give written notice of such request event prior to the Oaktree Investors andapplicable Effectiveness Date, subject and to Section 5.2(b), will include in keep any such registration Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Common Shares that Registrable Securities covered by such Registration Statement have been sold or (y) the Oaktree Investors have acquired or have date on which the right Remaining Registrable Securities may be sold without any restriction pursuant to acquire upon exchange or conversion of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased Rule 144 as determined by the Oaktree Investors on counsel to the date hereof and purchased by the Oaktree Investors on the exercise of the Series B-2 Sale Option, respectively, that have not been registered Company pursuant to a registration statement under the U.S. Securities Act (such Common Shareswritten opinion letter, the "Oaktree Series B Demand Shares") with respect to which the Parent has received from the Oaktree Investors written requests for inclusion within ten (10) Business Days after delivery of the Parent's notice addressed to the Oaktree Investors, specifying Company’s transfer agent to such effect (the number “Effectiveness Period”). The Company shall request that the effective time of Oaktree Series B Demand Shares intended to be registered, provided that any such number requested to be registered by Registration Statement is 5:00 p.m. Eastern Time on the Oaktree Investors may not exceed the Oaktree Pro Rata Percentage of the number of Investor Series B Demand Shares requested to be registered by the Investors in the Demand Registration Request. Subject to Section 5.2(b), the Parent shall be entitled to include for sale in any prospectus or registration statement filed pursuant to a Demand Registration any securities of the Parent to be sold by the Parent for its own accounteffective date.

Demand Registrations. (a) The Investors may request the Parent to use commercially reasonable efforts to effect a Registration of all or part of their Registrable Shares (such Registration being hereinafter referred to as a "“Demand Registration"”) by filing a registration statement under the U.S. Securities Act and a prospectus under Canadian Securities Acts (including, if eligible, a shelf registration statement under Rule 415 of the U.S. Securities Act and a shelf prospectus under National Instrument 44-102 - – Shelf Distributions). Any such request shall be made by notice in writing (a "“Demand Registration Request"”) to the Parent. To the extent such Demand Registration Request seeks to register Common Shares that the Investors have acquired or have the right to acquire upon exchange or conversion of any the Purchased Series B Preferred Shares (such Common Shares, "“Investor Series B Demand Shares"”), within five (5) Business Days after receipt of such Demand Registration Request, the Parent will give written notice of such request to the Oaktree Engaged Capital Investors and, subject to Section 5.2(b), will include in such registration all Common Shares that the Oaktree Engaged Capital Investors have acquired or have the right to acquire upon exchange or conversion of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased by the Oaktree Engaged Capital Investors on the date hereof and purchased by the Oaktree Engaged Capital Investors on the exercise of the Series B-2 Sale Option, respectively, that have not been registered pursuant to a registration statement under the U.S. Securities Act (such Common Shares, the "Oaktree “Engaged Capital Series B Demand Shares"”) with respect to which the Parent has received from the Oaktree Engaged Capital Investors written requests for inclusion within ten (10) Business Days after delivery of the Parent's ’s notice to the Oaktree Engaged Capital Investors, specifying the number of Oaktree Engaged Capital Series B Demand Shares intended to be registered, provided that such number requested to be registered by the Oaktree Engaged Capital Investors may not exceed the Oaktree Engaged Capital Pro Rata Percentage of the number of Investor Series B Demand Shares requested to be registered by the Investors in the Demand Registration Request. Subject to Section 5.2(b), the Parent shall be entitled to include for sale in any prospectus or registration statement filed pursuant to a Demand Registration any securities of the Parent to be sold by the Parent for its own account.

Demand Registrations. (a) The Investors may request the Parent to use commercially reasonable efforts to effect a Registration of all or part of their Registrable Shares (such Registration being hereinafter referred to as a "“Demand Registration"”) by filing a registration statement under the U.S. Securities Act and a prospectus under Canadian Securities Acts (including, if eligible, a shelf registration statement under Rule 415 of the U.S. Securities Act and a shelf prospectus under National Instrument 44-102 - – Shelf Distributions). Any such request shall be made by notice in writing (a "“Demand Registration Request"”) to the Parent. To the extent such Demand Registration Request seeks to register Common Shares that the Investors have acquired or have the right to acquire upon exchange or conversion of any Purchased Series B Preferred Shares (such Common Shares, "“Investor Series B Demand Shares"”), within five (5) Business Days after receipt of such Demand Registration Request, the Parent will give written notice of such request to the Oaktree Investors and, subject to Section 5.2(b), will include in such registration all Common Shares that the Oaktree Investors have acquired or have the right to acquire upon exchange or conversion of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased by the Oaktree Investors on the date hereof and purchased by the Oaktree Investors on the exercise of the Series B-2 Sale Option, respectively, that have not been registered pursuant to a registration statement under the U.S. Securities Act (such Common Shares, the "“Oaktree Series B Demand Shares"”) with respect to which the Parent has received from the Oaktree Investors written requests for inclusion within ten (10) Business Days after delivery of the Parent's ’s notice to the Oaktree Investors, specifying the number of Oaktree Series B Demand Shares intended to be registered, provided that such number requested to be registered by the Oaktree Investors may not exceed the Oaktree Pro Rata Percentage of the number of Investor Series B Demand Shares requested to be registered by the Investors in the Demand Registration Request. Subject to Section 5.2(b), the Parent shall be entitled to include for sale in any prospectus or registration statement filed pursuant to a Demand Registration any securities of the Parent to be sold by the Parent for its own account.

Demand Registrations. (a) The Investors REQUESTS FOR REGISTRATION. Subject to the terms and conditions hereof, (i) the holders of at least 30% (treated as a single class) of the Preferred Securities (as defined below) and Warrant Shares (as defined below) may request registration under the Parent to use commercially reasonable efforts to effect a Registration Securities Act of 1933, as amended (the "Securities Act"), of all or part of their Registrable Shares (such Registration being hereinafter referred to as a "Demand Registration") by filing a registration statement under the U.S. Preferred Securities Act and a prospectus under Canadian Securities Acts (including, if eligible, a shelf registration statement under Rule 415 of the U.S. Securities Act and a shelf prospectus under National Instrument 44-102 - Shelf Distributions). Any such request shall be made by notice in writing (a "Demand Registration Request") to the Parent. To the extent such Demand Registration Request seeks to register Common Shares that the Investors have acquired or have the right to acquire upon exchange or conversion of any Purchased Series B Preferred Shares (such Common Warrant Shares, as the case may be, on Form S-1 or any similar long-form registration ("Investor Series B Demand SharesLong-Form Registrations"), within five and (5ii) Business Days after receipt the holders of at least 30 (treated as a single class) of the Preferred Securities or Warrant Shares may request registration under the Securities Act of all or part of their Preferred Securities or Warrant Shares, as the case may be, on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations"), if available, which requests shall specify the approximate number of Preferred Securities or Warrant Shares requested to be registered and the anticipated per share price range for such Demand Registration Requestoffering. In the case of any such request, the Parent Company will give written notice of such requested registration within ten days of receiving the request therefor to the Oaktree Investors andall holders of Preferred Securities, subject to Section 5.2(b)Warrant Shares, Other Investor Shares (as defined below) and Savaxxxxx Xxxres (as defined below) and will include in such registration all Preferred Securities, Warrant Shares, Other Investor Shares and shares of Common Shares that the Oaktree Investors have acquired or have the right to acquire upon exchange or conversion Stock, $.001 par value, of the Series B-1 Preferred Shares and Series B-2 Preferred Shares Company purchased by the Oaktree Investors on the date hereof and purchased by the Oaktree Investors on the exercise of the Series B-2 Sale Option, respectively, that have not been registered Savaxxxxx pursuant to a registration statement under that certain Stock Purchase Agreement dated December 9, 1994 among Branxxxx Xxxture, Savaxxxxx xxx the U.S. Securities Act Company (such Common Shares, the "Oaktree Series B Demand SharesSavaxxxxx Xxxres") with respect to which the Parent Company has received from the Oaktree Investors written requests for inclusion therein within ten (10) Business Days 15 days after delivery the receipt of the ParentCompany's notice notice. All registrations requested pursuant to this paragraph l(a) are referred to herein as "Demand Registrations." Notwithstanding the foregoing provisions of this Section 1, the timing of the exercise by the holders of Preferred Securities or Warrant Shares of their right to request any Demand Registration shall be subject to the Oaktree Investors, specifying the number of Oaktree Series B Demand Shares intended to be registered, provided that such number requested to be registered by the Oaktree Investors may not exceed the Oaktree Pro Rata Percentage approval of the number holders of Investor Series B a majority of the Savaxxxxx Xxxres, which approval shall not be unreasonably withheld or delayed. For purposes of calculating the 30% required to request any Demand Shares requested Registration pursuant to be registered by this Section 1, a holder or group of holders must hold the Investors equivalent of at least 30% of common stock, $.001 par value, of the Company, which have been issued or are issuable upon conversion of all Preferred Securities, upon exercise of "Conversion Rights" as defined in the Demand Registration Request. Subject to Section 5.2(b), the Parent shall be entitled to include for sale in any prospectus Company's Fourth Amended and Restated Certificate of Incorporation or registration statement filed pursuant to a Demand Registration any securities upon exercise of the Parent to be sold by Warrants as set forth in the Parent for its own accountWarrant Agreement.

Demand Registrations. (a) The Investors At any time following the date on which all Conversion Shares have been registered for resale pursuant to Section 2 hereof (the “Permitted Request Date”), the Purchaser or a Holder or Holders owning more than 25% of Registrable Securities (other than the Conversion Shares) (the “Initiating Holders”) may request that the Parent to use commercially reasonable efforts to effect Company file a Registration Statement providing for the resale of all or part Registrable Securities then held by the Initiating Holders by giving written notice (a “Demand Notice”) of such demand to the Company, in which case all Holders of Registrable Securities may have all of their Registrable Shares (Securities included on such Registration being hereinafter referred Statement, by providing written notice of acceptance to as the Company. The Demand Notice shall describe the number of Registrable Securities intended to be disposed of and the intended method of disposition. The Company shall then prepare and file with the Commission on or prior to the Additional Filing Date, a "“resale” Registration Statement providing for the resale of all Registrable Securities included in the Demand Registration") by filing Notice for an offering to be made on a registration statement under continuous basis pursuant to Rule 415. Any such Registration Statements shall be on Form S-1 (except if the U.S. Company is not then eligible to register for resale such Registrable Securities on Form S-1, in which case such registrations shall be on another appropriate form in accordance herewith and the Securities Act and a prospectus the rules promulgated thereunder). Each such Registration Statement shall cover to the extent allowable under Canadian Securities Acts (including, if eligible, a shelf registration statement under Rule 415 of the U.S. Securities Act and a shelf prospectus under National Instrument 44-102 - Shelf Distributionsthe rules promulgated thereunder (including Rules 415 and 416). Any , such request shall be made by notice in writing (a "Demand Registration Request") indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the ParentRegistrable Securities. To The Company shall (i) not permit any securities other than the extent Registrable Securities to be included in any such Demand Registration Request seeks Statement and (ii) use its reasonable best efforts to register Common Shares that cause any such Registration Statement to be declared effective under the Investors have acquired or have Securities Act as promptly as possible after the right to acquire upon exchange or conversion of filing thereof, but in any Purchased Series B Preferred Shares (such Common Shares, "Investor Series B Demand Shares"), within five (5) Business Days after receipt of such Demand Registration Request, the Parent will give written notice of such request event prior to the Oaktree Investors andapplicable Effectiveness Date, subject and to Section 5.2(b), will include in keep any such registration Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Common Shares that Registrable Securities covered by such Registration Statement have been sold or (y) the Oaktree Investors have acquired or have date on which the right Registrable Securities may be sold without any restriction pursuant to acquire upon exchange or conversion of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased Rule 144(k) as determined by the Oaktree Investors on counsel to the date hereof and purchased by the Oaktree Investors on the exercise of the Series B-2 Sale Option, respectively, that have not been registered Company pursuant to a registration statement under the U.S. Securities Act (such Common Shareswritten opinion letter, the "Oaktree Series B Demand Shares") with respect to which the Parent has received from the Oaktree Investors written requests for inclusion within ten (10) Business Days after delivery of the Parent's notice addressed to the Oaktree Investors, specifying Company’s transfer agent to such effect (the number “Effectiveness Period”). The Company shall request that the effective time of Oaktree Series B Demand Shares intended to be registered, provided that any such number requested to be registered by Registration Statement is 5:00 p.m. Eastern Time on the Oaktree Investors may not exceed the Oaktree Pro Rata Percentage of the number of Investor Series B Demand Shares requested to be registered by the Investors in the Demand Registration Request. Subject to Section 5.2(b), the Parent shall be entitled to include for sale in any prospectus or registration statement filed pursuant to a Demand Registration any securities of the Parent to be sold by the Parent for its own accounteffective date.

Demand Registrations. (a) The (i) Subject to Sections 2.1(b) and 2.3, at any time and from time to time after the closing of an IPO, the AEA Investors may request shall have the Parent right to use commercially reasonable efforts require the Company to effect a Registration of file one or more registration statements under the Securities Act covering all or any part of their its and its Affiliates’ Registrable Shares 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 2.1(a)(i) is referred to herein as a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Holder(s) making such Registration demand for registration being hereinafter referred to as the “Initiating Holders”). Any Demand Registration Request may request that the Company register Registrable Securities on an appropriate form, including a "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 Registration"Exercise Notice”) by of such Demand Registration Request (1) to each of the Holders of record of Registrable Securities (other than individuals), at least five (5) Business Days prior to the filing a of any registration statement under the U.S. Securities Act and a prospectus under Canadian Securities Acts (including, if eligible, a shelf registration statement under Rule 415 of the U.S. Securities Act and a shelf prospectus under National Instrument 44-102 - Shelf Distributions). Any such request shall be made by notice in writing (a "Demand Registration Request"2) to the Parent. To the extent such Demand Registration Request seeks to register Common Shares each Holder of Registrable Securities that the Investors have acquired or have the right to acquire upon exchange or conversion of any Purchased Series B Preferred Shares (such Common Sharesis an individual, "Investor Series B Demand Shares"), within no more than five (5) Business Days after receipt of such Demand Registration Request, the Parent will give written notice of such request to the Oaktree Investors and, subject to Section 5.2(b), will include in such registration all Common Shares that the Oaktree Investors have acquired or have the right to acquire upon exchange or conversion filing of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased by the Oaktree Investors on the date hereof and purchased by the Oaktree Investors on the exercise of the Series B-2 Sale Option, respectively, that have not been registered pursuant to a registration statement under the U.S. Securities Act (such Common Sharesor, in the "Oaktree Series B Demand Shares") with respect to which case of a request for the Parent has received from the Oaktree Investors written requests for inclusion within ten filing of an automatic shelf registration statement, at least five (105) Business Days after delivery of the Parent's notice prior to the Oaktree Investors, specifying filing of such registration statement). Notwithstanding the number of Oaktree Series B Demand Shares intended to be registered, provided that such number requested to be registered by the Oaktree Investors may not exceed the Oaktree Pro Rata Percentage of the number of Investor Series B Demand Shares requested to be registered by the Investors in the Demand Registration Request. Subject to Section 5.2(b)foregoing, the Parent shall be entitled 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 include for sale determine whether to participate in any prospectus or registration statement filed pursuant to a Demand Registration any securities of the Parent to be sold by the Parent for its own accountan offering as they would have had if such notice had not been so delayed.

Demand Registrations. (a) The Investors may request the Parent to use commercially reasonable efforts to effect a Registration of all or part of their Registrable Shares (such Registration being hereinafter referred to as a "Demand Registration") by filing a registration statement under the U.S. Securities Act and a prospectus under Canadian Securities Acts (including, if eligible, a shelf registration statement under Rule 415 of the U.S. Securities Act and a shelf prospectus under National Instrument 44-102 - Shelf Distributions). Any such request shall be made by notice in writing (a "Demand Registration Request") to the Parent. To the extent such Demand Registration Request seeks to register Common Shares that the Investors have acquired or have the right to acquire upon exchange or conversion of any the Purchased Series B Preferred Shares (such Common Shares, "Investor Series B Demand Shares"), within five (5) Business Days after receipt of such Demand Registration Request, the Parent will give written notice of such request to the Oaktree Engaged Capital Investors and, subject to Section 5.2(b), will include in such registration all Common Shares that the Oaktree Engaged Capital Investors have acquired or have the right to acquire upon exchange or conversion of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased by the Oaktree Engaged Capital Investors on the date hereof and purchased by the Oaktree Engaged Capital Investors on the exercise of the Series B-2 Sale Option, respectively, that have not been registered pursuant to a registration statement under the U.S. Securities Act (such Common Shares, the "Oaktree Engaged Capital Series B Demand Shares") with respect to which the Parent has received from the Oaktree Engaged Capital Investors written requests for inclusion within ten (10) Business Days after delivery of the Parent's notice to the Oaktree Engaged Capital Investors, specifying the number of Oaktree Engaged Capital Series B Demand Shares intended to be registered, provided that such number requested to be registered by the Oaktree Engaged Capital Investors may not exceed the Oaktree Engaged Capital Pro Rata Percentage of the number of Investor Series B Demand Shares requested to be registered by the Investors in the Demand Registration Request. Subject to Section 5.2(b), the Parent shall be entitled to include for sale in any prospectus or registration statement filed pursuant to a Demand Registration any securities of the Parent to be sold by the Parent for its own account.

Demand Registrations. (a) The Investors Holders of Registrable Securities representing not less than (x) 30% of any series of Preferred Stock, or (y) if such request is made by Holders of more than one series of Preferred Stock, 10% of the then-outstanding Registrable Securities (for purposes of calculating (x) and (y), any Preferred Stock is to be measured as the number of shares of Common Stock issuable upon conversion of such Preferred Stock at the then applicable conversion rate on such series of Preferred Stock) (the "Initiating Holders") may request require that the Parent to use commercially reasonable efforts to Company effect a Registration registration under the Securities Act at any time or times (i) with respect to at least 25% of the Common Stock issued or issuable upon conversion of any series of Preferred Stock or at least 10% of the Common Sock issued or issuable upon conversion of all series of Preferred Stock, if the request is made by Holders of more than one series of Preferred Stock (or part such lesser amount representing all remaining Registrable Securities) (a "Common Stock Registration"), and (ii) with respect to a series of their Registrable Shares Preferred Stock with an anticipated offering or sale price of $30,000,000 (a "Preferred Stock Registration") (each of such a Common Stock Registration being hereinafter referred to as and a Preferred Stock Registration a "Demand Registration") by filing a registration statement under the U.S. Securities Act and a prospectus under Canadian Securities Acts (including, if eligible, a shelf registration statement under Rule 415 of the U.S. Securities Act and a shelf prospectus under National Instrument 44-102 - Shelf Distributions). Any such request shall be made by notice in writing (a "Demand Registration Request") to the Parent. To the extent such Demand Registration Request seeks to register Common Shares that the Investors have acquired or have the right to acquire upon exchange or conversion of any Purchased Series B Preferred Shares (such Common Shares, "Investor Series B Demand Shares"), within five (5) Business Days after Upon receipt of written notice of such Demand Registration Requestdemand, the Parent Company will promptly give written notice of such request the proposed registration to the Oaktree Investors and, subject to Section 5.2(b), all Holders other than Initiating Holders and will include in such registration (x) all Common Shares that the Oaktree Investors have acquired or have the right to acquire upon exchange or conversion Registrable Securities specified in such demand, together with Registrable Securities of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased like kind of any other Holder joining in such demand as are specified in a written request received by the Oaktree Investors on the date hereof and purchased by the Oaktree Investors on the exercise of the Series B-2 Sale Option, respectively, that have not been registered pursuant to a registration statement under the U.S. Securities Act (such Common Shares, the "Oaktree Series B Demand Shares") with respect to which the Parent has received from the Oaktree Investors written requests for inclusion Company within ten (10) Business Days 20 days after delivery of the ParentCompany's notice and (y) all shares of equity securities of the Company which the Company or other holders of equity securities having registration rights may elect to register. For purposes of a Preferred Stock Registration, only shares of the same series of Preferred Stock will be considered "like kind." Notwithstanding anything in this Section 2.1(a) to the Oaktree Investors, specifying the number of Oaktree Series B Demand Shares intended to be registered, provided that such number requested to be registered by the Oaktree Investors may not exceed the Oaktree Pro Rata Percentage of the number of Investor Series B Demand Shares requested to be registered by the Investors in the Demand Registration Request. Subject to Section 5.2(b)contrary, the Parent shall Holders will collectively be entitled to include for sale in any prospectus or registration statement filed no more than an aggregate of four (4) Demand Registrations under this Section 2.1(a) and Section 2.1(d). The Company shall not be obligated to effect more than three of such Demand Registrations under this Section 2.1(a) by means of an underwriting pursuant to a Demand Registration any securities of the Parent to be sold by the Parent for its own accountSection 2.1(c).

Demand Registrations. (a) The Investors may request (i) Subject to Sections 2.1(b) and 2.3, (x) at any time and from time to time, for so long as the Parent THL Party owns at least 5% of the outstanding Registrable Securities of the Company, the THL Party shall have the right to use commercially reasonable efforts require the Company to effect a Registration of file one or more registration statements under the Securities Act covering all or any part of their its and its Affiliates’ Registrable Shares 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 therefor (a “Demand Registration Request”), and (y) from time to time after the closing of an IPO, the Holders of at least 5% of the outstanding Registrable Securities of the Company (other than individuals) 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 Demand Registration Request. The registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Holder(s) making such Registration demand for registration being hereinafter referred to as a "the “Initiating Holders”). Any Demand Registration") by filing a registration statement under Registration Request may request that the U.S. Company register Registrable Securities Act and a prospectus under Canadian Securities Acts (includingon an appropriate form, if eligible, including a shelf registration statement under Rule 415 statement, and, if the Company is a WKSI, an automatic shelf registration statement. The Company shall give written notice (the “Demand Exercise Notice”) of the U.S. Securities Act and a shelf prospectus under National Instrument 44-102 - Shelf Distributions). Any such request shall be made by notice in writing (a "Demand Registration Request") to the Parent. To the extent such Demand Registration Request seeks (A) to register Common Shares that each of the Investors have acquired or have THL Party, the right to acquire upon exchange or conversion of any Purchased Series B Preferred Shares (such Common SharesAdvent Party, "Investor Series B Demand Shares"), within the American Greetings Party and the Significant Management Holders no later than five (5) Business Days after receipt of such a Demand Registration Request, the Parent will give written notice Request and (B) to all other Holders of such request to the Oaktree Investors and, subject to Section 5.2(b), will include in such registration all Common Shares that the Oaktree Investors have acquired or have the right to acquire upon exchange or conversion record of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased by the Oaktree Investors on the date hereof and purchased by the Oaktree Investors on the exercise of the Series B-2 Sale Option, respectively, that have not been registered pursuant to a registration statement under the U.S. Registrable Securities Act no later than five (such Common Shares, the "Oaktree Series B Demand Shares") with respect to which the Parent has received from the Oaktree Investors written requests for inclusion within ten (105) Business Days after delivery the filing of the Parent's notice a registration statement pursuant to the Oaktree InvestorsDemand Registration Request (or, specifying in the number case of Oaktree Series B Demand Shares intended to be registereda request for the filing of an automatic shelf registration statement, provided that such number requested to be registered by the Oaktree Investors may not exceed the Oaktree Pro Rata Percentage five (5) Business Days after receipt of the number of Investor Series B Demand Shares requested to be registered by the Investors in the Demand Registration Request. Subject to Section 5.2(b), the Parent shall be entitled to include for sale in any prospectus or registration statement filed pursuant to a Demand Registration any securities of the Parent to be sold by the Parent for its own account.