Common use of Demand Registration Clause in Contracts

Demand Registration. (A) The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that the Company register, under and in accordance with the provisions of the Securities Act, all or any portion of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii), the Company shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (A) The Investor A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register, register under and in accordance with the provisions of the Securities Act, Act all or any portion of the Registrable Securities designated by the such Anchor Investor. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the CapGen Investment Agreement or from the an Anchor Investor pursuant to this Section 3.12(a)(ii)3.14, the Company shall promptly (and in any event within thirty ten (3010) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) of the receipt of such Demand Notice and allow such other Anchor Investor (or each Anchor Investor, in the case of a Demand Notice from CapGen) the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice) , shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor Anchor Investors registering Registrable Securities and CapGen (if CapGen is registering Registrable Securities), in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor Anchor Investors registering Registrable Securities intends intend to distribute any Registrable Securities by means of an underwritten offering, it they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c3.14(c). The managing underwriters in any such distribution shall be mutually acceptable to each Anchor Investor registering Registrable Securities and shall be mutually acceptable to each of the Investor Anchor Investors and CapGen if CapGen is also registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d3.14(d) occurring with respect to such Demand Registration Statement. (C) C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii3.14(a)(2) under the circumstances set forth in Section 3.12(d3.14(d). (D) D. For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at At any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all following the six month anniversary of the Investor’s Registrable Securities is or are not existing and effectivedate of this Agreement, the Holder Representative may request that the Company register, Parent register under and in accordance with the provisions of the Securities Act, Act all or any portion of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii), the Company shall promptly (and in any event within thirty (30) days of the date Stock on which the Company receives Form S-3 or such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a other short-form registration statement on under the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable Securities Act then available to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice Parent (a “Demand Registration StatementRegistration”), including a shelf registration statement providing for the resale from time to time of any and all Registrable Stock pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Shelf Registration”). Promptly after receipt of any request for Demand Registration, Parent shall deliver written notice of such request to all other holders of Registrable Stock and such holders shall have ten (10) Business Days from the date of such notice to notify Parent in writing of their desire to include Registrable Stock in such Demand Registration. Parent shall use commercially reasonable efforts to cause the registration statement with respect to such Demand Registration to become effective under the Securities Act as soon as reasonably practicable, except to the extent such registration statement is already effective. Parent shall not be required to effect a Demand Registration more than three (3) times (and no more than two (2) times in any twelve (12) month period) for the holders of Registrable Stock as a group; provided, that a Demand Registration shall not be deemed to have been effected unless (i) it has become effective under the Securities Act, (ii) it has remained effective for the period set forth in Section 4.3(b), and (iii) the offering of Registrable Stock pursuant to such Demand Registration is not subject to any stop order, injunction or other order or requirement of the SEC (other than any such stop order, injunction, or other requirement of the SEC prompted by any act or omission of holders of Registrable Stock). (b) If the Investor registering Registrable Securities Holder intends to distribute any the Registrable Securities Stock covered by the Demand Registration request by means of an underwritten offering, it shall promptly so advise Parent as part of its request for Demand Registration, and Parent shall include such information in its notice to the Company other holders of Registrable Stock. In such event, the holders of a majority of the Registrable Stock initially requesting the Demand Registration shall select the managing underwriter of such offering; provided, that such selection shall be subject to Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding any provision of this Agreement to the contrary: (i) Except as provided in Section 4.9(a) with respect to a Take Down Notice, Parent shall not be required to effect a Demand Registration within (A) 90 days following the latest of the effective date of a registration statement or the date of the filing of a prospectus or prospectus supplement pertaining to a public offering of securities for the account of Parent or (B) six months following the latest of the effective date of a registration statement or the date of the filing of a prospectus or prospectus supplement pertaining to (x) a previous Demand Registration or (y) a previous Piggyback Registration in which holders of Registrable Stock sold at least 80% of the shares of Registrable Stock requested to be included therein; (ii) if the Board determines in good faith that it would (A) materially adversely affect Parent’s ability to pursue or consummate a proposed or pending acquisition, disposition, strategic alliance, financing transaction or other material event involving Parent, (B) require the premature disclosure of material non-public information, or (C) prevent Parent from complying with the Securities Act or Exchange Act, Parent may (1) postpone the filing or effectiveness of any registration pursuant to this Section 4.1 and (2) suspend the rights of any holder of Registrable Stock to use any prospectus with respect to an effective Demand Registration, in each case for a period of no more than 45 days; provided, that such right to postpone or suspend a registration pursuant to this Section 4.1(c)(ii) shall be exercised by Parent (a) only if Parent has generally exercised (or is concurrently exercising) similar black-out rights (if any) against holders of similar securities that have registration rights and (b) not more than two (2) times in any twelve (12) month period and not more than 90 days in the aggregate in any twelve (12) month period; provided, further, that in the event Parent gives such notice, Parent shall extend the period during which such registration statement shall be maintained effective as provided in Section 4.3(b) by the number of days by which Parent suspends such registration statement; (iii) Parent shall not be obligated to cause any audit to be undertaken in connection with any such registration that Parent is not otherwise required to undertake at that time in connection with its obligations under the Securities Act, the Exchange Act and the Company rules and regulations thereunder; and (iv) Parent may satisfy its obligations to effect a Demand Registration by filing one or more prospectus supplements to a registration statement previously filed and that has become effective under the Securities Act that permits Parent to register resales of Parent Common Stock by naming in such prospectus supplement the selling stockholders of such Parent Common Stock. (d) Parent shall take all reasonable steps to facilitate not include in any Demand Registration any securities that are not Registrable Stock without the prior written consent of the holders of a majority of the Registrable Stock initially requesting such distributionDemand Registration (which consent shall not be unreasonably withheld, including the actions required pursuant to Section 3.12(cconditioned or delayed). The If a Demand Registration involves an underwritten offering and the managing underwriters underwriter advises Parent that in any its opinion the number of shares of Registrable Stock (and, if permitted hereunder, other securities requested to be included in such distribution shall offering), exceeds the number of securities that can be acceptable sold in such underwritten offering without adversely affecting the marketability or the price per share of the Registrable Stock proposed to the Investor registering Registrable Securities be sold in such underwritten offering. Any , Parent shall include in such Demand Registration Statement may(i) first, at the request number of shares of Parent Common Stock that the Holders submitting holders of Registrable Stock propose to sell, and (ii) second, the Demand Notice, number of securities proposed to be a “shelf” registration pursuant included therein by any other Persons (including securities to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable be sold for the resale account of Parent and/or other holders of Parent Common Stock) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from Stock proposed to be sold can be included in such offering, then the date on which the SEC declares Registrable Stock that is included in such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement offering shall be extended by allocated pro rata among the aggregate respective holders thereof on the basis of the number of days shares of all suspension periods pursuant to Section 3.12(d) occurring with respect to Registrable Stock held by each such Demand Registration Statementholder. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. 2.1 So long as the Manager holds Registrable Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not been previously registered pursuant hereto, the Company agrees, upon request of the Manager, to use its best efforts to either (Aa) The Investor shall have if there is no Automatically Effective Shelf, file one or more Shelf Registration Statements (which may include Registrable Shares covered by a prior Shelf Registration Statement) providing for the rightregistration, and the sale on a continuous or delayed basis (including through brokers and dealers) by written notice the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar rule that may be adopted by the Commission or (the b) if there is an Automatically Effective Shelf, file one or more prospectus supplements (each, a “Demand NoticeProspectus Supplement”) given with the Commission for the sale and distribution of all or such portion of the Manager’s Registrable Shares as are specified in such request; provided, however, that the Company shall not be obligated to file more than four (4) such Shelf Registration Statements or Prospectus Supplements in any twelve-month period. Each such request from the CompanyManager shall indicate whether the Manager wishes to sell the Registrable Shares pursuant to an underwritten offering. The Manager shall be named as a selling security holder in such Shelf Registration Statement or Prospectus Supplement, in such a manner as to requestpermit the Manager to deliver such Shelf Registration Statement or Prospectus Supplement to purchasers of Registrable Shares in accordance with applicable law. 2.2 The Company further agrees that it shall cause each Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of such Shelf Registration Statement or the date of any such amendment or supplement, and each Prospectus Supplement, as of the date of such Prospectus Supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in light of the circumstances under which they were made) not misleading. If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time and from time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to time during such periods when be Registrable Shares), the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. 2.3 The Manager agrees that if it wishes to sell Registrable Shares pursuant to a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effectiveProspectus Supplement, that the Company register, under and it will do so only in accordance with the provisions this Section 2.3. The Manager agrees to deliver a Notice and Questionnaire, a form of the Securities Act, all or any portion of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor pursuant which is attached as Schedule 1 to this Section 3.12(a)(iiAgreement (the “Notice and Questionnaire”), to the Company shall promptly at least ten (and in any event within thirty (3010) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable Business Days prior to the Investor registering Registrable Securities in accordance with the intended method or methods filing of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Shelf Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableor Prospectus Supplement. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. At any time after the end of the Lock-Up Period and at which time the shelf registration statement required pursuant to Section 5.1 shall not be available for the resale of the Registrable Securities or an Underwritten Offering, including if for any reason the Company shall be ineligible to maintain or use a shelf registration statement, the Company shall, as promptly as reasonably practicable following the written request of the Stockholder or its Subsidiary for registration under the Securities Act of all or part of the Registrable Securities (A) The Investor shall have the right, by written notice (the a “Demand NoticeRequest”), file a registration statement with the SEC (a “Demand Registration Statement”) given with respect to resales of the Registrable Securities pursuant to the CompanyStockholder’s or its Subsidiary’s intended method of distribution thereof or an Underwritten Offering with anticipated aggregate gross proceeds for at least $50 million, and shall, subject to the terms of this Article V, use its reasonable best efforts to cause such Demand Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof; provided that such Demand Registration Statement shall be filed on (i) Form S-3, if the Company is then S-3 Eligible, or (ii) any other appropriate form under the Securities Act for the type of offering contemplated by the Stockholder or its Subsidiary, if the Company is not then S-3 Eligible, and provided further, that, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, extent that the Company registerStockholder or any of its Subsidiaries would, in the Company’s reasonable determination, be deemed to be an “underwriter” for purposes of Section 11 under and in accordance with the provisions of the Securities Act, all or any portion registration statement under this Section 5.2 shall include disclosure to such effect and any other information deemed reasonably necessary by the Company to comply with the rules and regulations of the SEC in connection therewith, it being understood that the Company shall only be required to register such amount of Registrable Securities as it reasonably determines would be permitted in accordance with such rules and regulations. Each Demand Request shall specify the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii)be registered, the Company shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SECtheir aggregate amount, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which thereof. The Stockholder agrees to provide the Company with such information in connection with a Demand Request as may be by an underwritten offering), of the total number of Registrable Securities specified reasonably requested by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableRequest. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to requestIf, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all commencing six (6) months after the date of consummation of the Investor’s Registrable Securities is or are not existing and effectiveInitial Public Offering, the Company shall receive a written request from Oak Hill (the “Requesting Stockholder”) that the Company register, effect the registration under and in accordance with the provisions of the Securities Act, Act of all or any portion of such Requesting Stockholder’s Registrable Securities (which shall be effected by a shelf registration if so requested by the Requesting Stockholder), and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least fifteen (15) Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the Other Stockholders holding Registrable Securities and thereupon shall use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) all Registrable Securities for which the Requesting Stockholder has requested registration under this Section 1.01. (ii) subject to the restrictions set forth in Sections 1.01(f) and 1.02, all other Registrable Securities of the same class as those requested to be registered by the Requesting Stockholders that any Stockholders with rights to request registration under Section 1.02 (all such Stockholders, together with the Requesting Stockholders, the “Registering Stockholders”) have requested the Company to register by request received by the Company within ten (10) Business Days after such Stockholders receive the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities designated so to be registered. (b) Promptly after the expiration of the ten (10) Business Day period referred to in Section 1.01(a)(ii) hereof, the Company will notify all Registering Stockholders of the identities of the other Registering Stockholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effective date of the registration statement relating to such registration, the Requesting Stockholders may revoke such request, without liability to any of the other Registering Stockholders, by providing a notice to the Investor. Upon receipt Company revoking such request. (c) Oak Hill shall have an unlimited number of Demand Registrations. (d) The Company shall be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such Registration is effected. (e) A Demand Registration shall not be deemed to have occurred: (i) unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 120 days (or such shorter period in which all Registrable Securities of the Registering Stockholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Notice from Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the Investor pursuant SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or (ii) if the Maximum Offering Size (as defined below) is reduced in accordance with Section 1.01(f) such that less than 50% of the Registrable Securities of the Requesting Stockholders sought to this Section 3.12(a)(iibe included in such registration are included. (f) If a Demand Registration involves a Public Offering and the managing underwriter advises the Company and the Requesting Stockholders that, in its view, the number of Company Securities that the Registering Stockholders and the Company propose to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such Company Securities can be sold (the “Maximum Offering Size”), the Company shall promptly include in such registration, in the priority listed below, up to the Maximum Offering Size: (and in any event within thirty i) first, all Registrable Securities requested to be registered by the Registering Stockholders (30) days allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Registering Stockholders on the basis of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total relative number of Registrable Securities specified so requested to be included in such registration by each); and (ii) second, all Registrable Securities proposed to be registered by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableCompany. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. Upon the written request (A) The Investor shall have the right, by written notice (the a “Demand Notice”) given to by the CompanyHolder, to requestthe Company shall file with the Commission, as soon as reasonably practicable, but in no event more than 30 days following the receipt of the Notice, a registration statement (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities (which may, at any time and the option of the Holder, be a registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time during such periods when by the Holder (a “Shelf Registration Statement”)). The Company shall use its commercially reasonable efforts to cause each Registration Statement or Shelf Registration Statements covering all to be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Investor’s Registrable Securities is or are not existing and effective, that Registration Statement. Any Registration Statement shall provide for the Company register, under and in accordance with the provisions of the Securities Act, all or any portion of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor resale pursuant to this Section 3.12(a)(ii)any method or combination of methods legally available to, and requested by, the Holder. To the extent the initial Registration Statement is not made on Form S-3, the Company shall promptly (shall, upon becoming eligible to file a registration statement on Form S-3, prepare and in any event within thirty (30) days of file a new Registration Statement on Form S-3 to replace the date on which the Company receives such Demand Notice) file with the SEC, initial Registration Statement and the Company shall thereafter use its best efforts to cause such subsequent Registration Statement to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and Commission as shall be soon as reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”)practicable thereafter. If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use its commercially reasonable best efforts to keep cause each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) 2.1 to be continuously effective effective, supplemented and usable amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holder until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Holder shall be limited to two demand registrations under this Section 2.1 in any twelve-month period (provided, however, that there shall be no limit on the number of Shelf Registration Statements that may be required by the Holder hereunder), and the Company shall not be obligated to file more than one Registration Statement within 120 days after the effective date of any Registration Statement filed by the Company; provided, further, that no demand registration under this Section 2.1 shall be deemed to have occurred for purposes of this sentence if the Registration Statement relating thereto (a) does not become effective within 180 days of the date first filed with the Commission, (b) is not maintained effective for the Effectiveness Period required under this Section 2.1 or (c) the offering of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares pursuant to such Demand Registration Statement effectiveis subject to a stop order, as injunction, or similar order or requirement of the Commission during such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statementperiod. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to requestIf, at any time and from during the time to time during such periods when a after the Closing Date, the Shelf Registration Statement is not effective or Shelf Registration Statements covering otherwise available, the Investor may request in a written notice to the Company (the “Request”) that the Company effect the registration under the Securities Act of some or all of the Investor’s Registrable Securities is or are not existing and effectivethen owned by the Investor; provided, however, that the Company registerwill not be required to effect more than one registration pursuant to this Section. Following the receipt of a Request, the Company shall, subject to the limitations of this Section 3, use its commercially reasonable efforts to effect, as soon as practicable, the registration under and in accordance with the provisions of the Securities Act, Act of all or any portion of Registrable Securities that the Investor requests to be registered. (b) If the Investor intends to distribute the Registrable Securities designated covered by the Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii), the Company shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities request by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required as a part of its request made pursuant to this Section 3.12(c)3. The managing underwriters in any In such distribution shall be acceptable to event, the right of the Investor registering to include its Registrable Securities in such registration shall be conditioned upon the Investor’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. The Investor shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Investor (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten offering(including Registrable Securities), then the Company shall so advise the Investor,; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration will not be reduced unless all other securities of the Company that are entitled by contract or otherwise to be included therein are first entirely excluded from such underwriting and registration. Any Demand Registration Statement may, at Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableregistration. (Bc) The Notwithstanding the foregoing, the Company shall use reasonable best efforts to keep each Demand Registration Statement filed may postpone having a registration statement pursuant to this Section 3.12(a)(ii3 declared effective for a reasonable period not to exceed thirty (30) continuously effective and usable for consecutive trading days if the resale Board of Directors of the Registrable Securities covered thereby for a period Company shall have determined in good faith because of one hundred eighty valid business reasons (180) days from not including avoidance of the date on which Company’s obligations hereunder), including without limitation the SEC declares such Demand Registration Statement effectiveacquisition or divestiture of assets, as such period may be extended pursuant capital raising activities, pending corporate developments and similar events, that postponing effectiveness is in the best interests of the Company, and prior to this Section 3.12(a)(ii)(B). The time period for which postponing the effectiveness the Company is required provides the Investor with written notice of such postponement, which notice need not specify the nature of the event giving rise to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statementpostponement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (A) The If an Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that the Company register, under and in accordance with the provisions of the Securities Act, all or any portion of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii), the Company shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends wishes to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps necessary to facilitate such distribution, including the actions required pursuant to by this Section 3.12(c)6. The managing underwriters lead underwriter to administer the offering in connection with any such distribution shall Demand Registration will be mutually acceptable to the Investors participating in the registration. Any registration requested by an Investor registering or Investors or Holders pursuant to this Section 6(c) is referred to in this Agreement as a “Demand Registration.” The Company is not required to complete more than (i) two underwritten offerings with respect to each Investor and its permitted transferees and assigns and (ii) one underwritten offering for all Investors during any period of twelve consecutive months. Whenever the Company receives a request for Demand Registration hereunder, the Company will give prompt written notice to each Investor of its intention to effect such a registration (but in no event less than ten days prior to the anticipated filing date) and will include in such registration all Registrable Securities in with respect to which the Company has received written requests for inclusion from Investors therein within ten business days after the date of the Company’s notice. Any such person that has made such a written request may withdraw its Registrable Securities from such underwritten offering by giving written notice to the Company and the managing underwriter, if any, on or before the fifth business day prior to the planned effective date of such underwritten offering. Any Demand Registration Statement mayIf the managing underwriter(s) of such underwritten offering advises the Investors that in its reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), at the request Investors will include in such registration or prospectus only such number of securities that in the reasonable opinion of such underwriters can be sold without adversely affecting the marketability of the Holders submitting offering (including an adverse effect on the Demand Noticeper share offering price), which securities will be so included on a “shelf” registration pursuant pro rata basis by each Investor in proportion to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to Registrable Securities held by such Investor on the date that such request for Demand Registration Statement. (C) The Company shall be entitled was made. Anything to suspend the use of any effective Registration Statement under contrary in this Section 3.12(a)(ii6(c) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubtnotwithstanding, the rights provided pursuant to this Section 3.12(a)(ii) Company shall not be exercisable until obligated to effect a Demand Registration for aggregate gross proceeds of less than $25,000,000 (the Effectiveness Deadline“Minimum Threshold”); provided that the Minimum Threshold shall not apply to an Investor proposing to sell all of its remaining Registrable Securities of the Company.

Demand Registration. (Aa) The Investor shall have the right, by As promptly as practicable following written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that the Company register, under and in accordance with the provisions of the Securities Act, all or any portion of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice demand from the Investor pursuant to this Section 3.12(a)(iiAdministrative Agent following the occurrence of an Event of Default (as defined in the Credit Agreement), the Company shall promptly (and but in any no event within later than thirty (30) days following receipt of such demand, the date on which the Company receives such Demand Notice) Partnership shall file with the SECCommission a registration statement under the Securities Act providing for the resale of all Registrable Securities (the “Shelf Registration Statement”), and including the Company prospectus to be used in connection therewith. The Shelf Registration Statement shall thereafter be filed on Form S-3 pursuant to Rule 415 under the Securities Act or any successor form or rule thereto. No other Person shall be permitted to offer securities under the Shelf Registration Statement unless the Administrative Agent consents in writing. The Partnership shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared become effective as promptly as practicable, a registration statement on practicable and to remain effective to the appropriate form extent necessary to ensure that it is available for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering resale of all Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of until all Registrable Securities specified covered by such Shelf Registration Statement have ceased to be Registrable Securities (the Holders in such Demand Notice (a “Demand Registration StatementEffectiveness Period”). If In connection with any registration pursuant to this Section 2.1, the Investor registering Partnership shall (x) promptly prepare and file such documents as may be necessary to register or qualify the Registrable Securities intends subject to distribute such registration under the securities laws of such states as such Holder shall reasonably request, and do any Registrable Securities by means and all other acts and things that may reasonably be necessary or advisable to enable the Holder to consummate a public sale of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offeringstates and (y) promptly prepare and file such documents as may be necessary to apply for listing or to list the Registrable Securities subject to such registration on such national securities exchange as the Registrable Securities are then listed or admitted for trading. Any Demand Except as set forth herein, all Registration Statement mayExpenses shall be paid by the Partnership, at without reimbursement by the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableHolder. (Bb) The Company shall Notwithstanding anything to the contrary contained herein, the Partnership may, upon written notice to the Administrative Agent, suspend the Selling Holders’ use reasonable best efforts to keep each Demand of any prospectus which is a part of the Shelf Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale (in which event each such Selling Holder shall discontinue sales of the Registrable Securities covered thereby pursuant to the Shelf Registration Statement but such Selling Holder may settle any contracted sales of Registrable Securities), if (i) the Partnership is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Partnership determines in good faith that its ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Shelf Registration Statement or (ii) the Partnership has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Partnership, would materially adversely affect the Partnership; provided, however, in no event shall such Selling Holders be suspended under this Section 2.1(b) from selling Registrable Securities pursuant to the Shelf Registration Statement for a period that exceeds an aggregate of one hundred eighty 30 days in any 90-day period or 90 days in any 365-day period. Upon public disclosure of the events described in clauses (180i) days from or (ii) above or the date on which the SEC declares termination of such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(Bcondition(s). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant Partnership shall (A) provide prompt written notice of the same to the Administrative Agent instructing the Administrative Agent that sales of Registrable Securities are permitted and (B) take such other actions to permit sales of Registrable Securities as contemplated in this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness DeadlineAgreement.

Demand Registration. (Ai) The Investor At any time after the expiration of the Lock-Up Period, any Holder(s) shall have the option and right, exercisable by delivering a written notice to the Company (the a “Demand Notice”) given ), to require the Company to, pursuant to the Companyterms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to requestRule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”). The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder(s) intend to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Registrable Securities of the Initiating Holder(s) and their respective Affiliates to be included therein have an aggregate value, based on the VWAP as of the date of the Demand Notice, of at any time and from time to time during such periods when least $50 million (the “Minimum Amount”). (ii) Within five Business Days (or if the Registration Statement will be a Shelf Registration Statement or relates to an Overnight Underwritten Offering or “bought deal,” within two Business Days) after the receipt of a Demand Notice, the Company shall give written notice of such Demand Notice to all Holders and, within 60 Business Days after the receipt of the Demand Notice (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, within 45 days thereof), the Company shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of, and the intended timing and method of disposition described in, the Demand Notice, which Registration Statement shall cover all of the Registrable Securities that the Holders shall in writing request to be included in the Demand Registration (such request to be given to the Company within three Business Days after receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(ii)). The Company will use commercially reasonable efforts to cause such Registration Statement to become and remain effective as soon as reasonably practicable after the filing thereof under the Securities Act until the earlier of (A) 180 days (or three years if a Shelf Registration Statements Statement is requested) after the Effective Date of such Registration Statement or (B) the date on which all Registrable Securities covered by such Registration Statement have been sold or otherwise disposed of or such Shares are no longer Registrable Securities (the “Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the Holders refrain from selling any securities included in such Registration Statement at the request of an underwriter of the Company or the Company pursuant to this Agreement. (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to (A) file any Registration Statement pursuant to a Demand Registration within 90 days after the closing of a Requested Underwritten Offering, unless as a result of Section 2(d), the Requested Underwritten Offering includes less than (the “Requested Underwritten Offering Minimum Condition”) the lesser of (1) Registrable Securities of the Initiating Holder(s) having an aggregate value, based on the VWAP as of the effective date of the related Registration Statement, of $50 million, and (2) two-thirds of the number of Registrable Securities the Initiating Holder(s) set forth in the applicable Underwritten Offering Notice, or (B) effect a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Investor’s Registrable Securities held by the Initiating Holder(s) shall have become and remains effective under the Securities Act and is or are not existing sufficient to permit offers and effective, that sales of the Company register, under number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the provisions intended timing and method or methods of distribution thereof specified in the Securities ActDemand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for its entire Effectiveness Period, in which case the Initiating Holder(s) shall be entitled to an additional Demand Registration in lieu thereof. (iv) A Holder may withdraw all or any portion of the its Registrable Securities designated by included in a Demand Registration from such Demand Registration at any time prior to the Investoreffectiveness of the applicable Registration Statement. Upon receipt of a Demand Notice notice from an Initiating Holder that such Initiating Holder is withdrawing all of its Registrable Securities from the Investor pursuant Demand Registration or a notice from a Holder to this Section 3.12(a)(ii)the effect that the Holder is withdrawing an amount of its Registrable Securities such that the remaining amount of Registrable Securities to be included in the Demand Registration is below the Minimum Amount, the Company shall promptly cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration nonetheless shall be deemed a Demand Registration with respect to an Initiating Holder for purposes of Section 2(a)(iii) unless (A) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities such Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (B) the withdrawal is made following the occurrence of a Material Adverse Change or pursuant to the Company’s request for suspension pursuant to Section 3(o). (v) The Company may include in any event within thirty (30) days of the date on which the Company receives such Demand NoticeRegistration other Company Securities for sale for its own account or for the account of any other Person, subject to Section 2(d). (vi) file with Subject to the SEClimitations contained in this Agreement, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a effect any Demand Registration on such appropriate registration statement on form of the appropriate form for the registration and sale Commission (A) as shall be selected by the Company and (B) as shall be reasonably acceptable to permit the Investor registering disposition of the Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering)disposition specified in the Demand Notice; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the total number Demand Registration for any offering and selling of Registrable Securities specified shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (vii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders in to enable the Holders to consummate a public sale of such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand accordance with the intended timing and method or methods of distribution thereof. (viii) In the event a Holder transfers Registrable Securities included on a Registration Statement mayand such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Holders submitting the Demand Notice, Company shall amend or supplement such Registration Statement as may be a “shelf” registration necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to Rule 415such Registration Statement; provided that in no event shall the Company be required to file a post-effective amendment to the Registration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, if available. Affiliates of the Holder or transferees of the Holder or (B) The the Company shall use reasonable best efforts to keep each Demand has received written consent therefor from a Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for Statement, other than the resale Holder, Affiliates of the Registrable Securities covered thereby for a period Holder or transferees of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration StatementHolder. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Ai) The Investor shall have At any time during the rightDemand Registration Period upon delivery to the Company by the holder or holders of at least 50% of all Warrants and Warrant Shares (such percentage determined by aggregating the number of Warrant Shares into which Warrants are then exercisable and the number of Warrant Shares then outstanding) (such holder or holders, by written notice (the “Demand NoticeInitiating Holders”) given to the Company, to request, at any time and from time to time during such periods when of a Shelf written request (a “Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, Request”) that the Company registereffect a registration under the Securities Act of Registrable Securities, under and in accordance with which Registration Request shall specify the provisions number of Registrable Securities proposed to be sold (which number of Registrable Securities for all such Initiating Holder(s) must aggregate at least 50% of the Securities ActWarrant Shares as of such date), all or any portion and the intended method of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii)disposition thereof, the Company shall will: (x) promptly (and but in any event case within thirty (3010 days) days give written notice of the date on such Registration Request to all other holders of Warrants and to all other holders of Registrable Securities, which holders shall be entitled to join such Registration Request by delivering to the Company receives such Demand Notice) file with within 30 days a notice specifying the SEC, number of Registrable Securities proposed to be sold and the Company intended method of disposition thereof, in which case the term “Initiating Holders” shall thereafter include such other holders and the Registration Request shall be deemed to cover such holders and such number of Registrable Securities proposed to be sold by such holders; and (y) use its best efforts to cause to be declared effective effect, as promptly expeditiously as practicable, the registration of all Registrable Securities covered by such Registration Request; provided that (A) subject to Section 6(a)(ii) the Company shall not be obligated to effect a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by pursuant to the Warrants on more than one occasion for Registration Requests from each of the Initial Holders (provided that in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offeringevent that notwithstanding its best efforts, it shall promptly so advise the Company and the Company shall take all reasonable steps is unable to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale register 100% of the Registrable Securities covered thereby in connection with such Registration Request by an Initial Holder, such Initial Holder shall be entitled to one additional Registration Request), (B) the Company shall not be obligated to effect a registration of Registrable Securities pursuant hereto on more than one occasion in any six month period, and (C) notwithstanding any provision to the contrary herein, the Company may delay the filing of a registration statement for such Registrable Securities for a period of one hundred eighty (180) days up to 90 days, measured from the date on which that the SEC declares Company receives the applicable Registration Request, by furnishing to each Initiating Holder within 10 Business Days of such Demand receipt a certified resolution of the Board of Directors of the Company stating that in the good faith judgment of the Board it would be detrimental or otherwise disadvantageous to the Company and its shareholders for such a registration statement to be filed at such time. If the Company furnishes such certified resolution, the Initiating Holders may, in their discretion, elect to relieve the Company of its obligation to proceed to effect the requested registration of the Registrable Securities upon the expiration of the 90-day period by withdrawing their Registration Statement effective, as such period may be extended Request. A Registration Request withdrawn pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) previous sentence shall not be exercisable until the Effectiveness Deadlinecounted as a Registration Request for purposes hereof.

Demand Registration. (A) The Investor A. CapGen shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the InvestorCapGen’s Registrable Securities is or are not existing and effective, that the Company register, register under and in accordance with the provisions of the Securities Act, Act all or any portion of the Registrable Securities designated by the InvestorCapGen. Upon receipt of a Demand Notice pursuant to the corresponding provisions of the Anchor Investment Agreement or from the Investor CapGen pursuant to this Section 3.12(a)(ii)3.14, the Company shall promptly (and in any event within thirty ten (3010) Business Days from the date of receipt of such Demand Notice), notify CapGen or the Anchor Investors of the receipt of such Demand Notice and allow such other Persons in the proposed registration by submitting their own Demand Notice(s). The Company, within 45 days of the date on which the Company receives such earlier Demand Notice) , shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to CapGen and the Investor Anchor Investors having given Demand Notice registering Registrable Securities Securities, in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities CapGen intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c3.14(c). The managing underwriters in any such distribution of Registrable Securities being sold only by CapGen shall be selected by CapGen. Otherwise, the underwriters shall be mutually acceptable to CapGen and the Investor registering Anchor Investors who propose to sell Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d3.14(d) occurring with respect to such Demand Registration Statement. (C) C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii3.14(a)(2) under the circumstances set forth in Section 3.12(d3.14(d). (D) D. For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (A) The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that the Company register, under and in accordance with the provisions of the Securities Act, all or any portion of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii)any Holder, the Company Partnership shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective Commission as promptly as practicable, reasonably practicable a registration statement on under the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution Act (which may be by an underwritten offering)each, of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable providing for the resale of the Registrable Securities covered thereby identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for a period the resale of one hundred eighty the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (180i) days from six months following such Registration Statement’s effective date and (ii) the date on which the SEC declares all Registrable Securities covered by such Demand Registration Statement effective, as have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such period may be extended Holder or Holders reasonably anticipates will result in gross proceeds of at least $30 million in the aggregate pursuant to this Section 3.12(a)(ii)(B)a Registration Statement in an Underwritten Offering, the Partnership shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Partnership shall have the exclusive right to select the bookrunning managers. The time period for which Partnership and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Company is required Partnership and take all reasonable actions as are requested by the managing underwriters to maintain facilitate the effectiveness Underwritten Offering and sale of any Demand Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Partnership and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be extended by reduced on a Pro Rata basis to the aggregate number amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter; provided, such notice is delivered prior to the launch of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration StatementUnderwritten Offering. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Ai) The Investor In connection with and following the issuance of the Purchased Securities pursuant to the Purchase Agreement, the Holder that holds Registrable Securities shall have the option and right, exercisable by delivering a written notice to the Company (the a “Demand Notice”) given ), to require the Company to, pursuant to the Companyterms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to request, at any time and from time Rule 415 pursuant to time during such periods when a Shelf Registration Statement (a “Demand Registration”); provided, however, that in no event shall any eligible Holder be entitled to exercise more than two Demand Registrations for its Registrable Securities. The Demand Notice must set forth the name and address of the Initiating Holder, the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration for Registrable Securities representing an Equity Percentage of less than 5% (the “Minimum Amount”). (ii) Within five Business Days of the receipt of the Demand Notice, the Company shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice, which Registration Statement shall cover all of the Registrable Securities to be included in the Demand Registration. The Company shall use commercially reasonable best efforts to cause such Registration Statement to be declared and remain effective under the Securities Act until the earlier of (A) 180 days (or two years if a Shelf Registration Statements Statement is requested) after the Effective Date or (B) the date on which all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the Holder is required to refrain from selling any securities included in such Registration Statement at the request of an underwriter of the Company or the Company pursuant to this Agreement or an underwriters’ lock-up agreement. (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration within 180 days of the closing of any Underwritten Offering or such longer period of time as may be set in the underwriters’ lock-up agreement for the Underwritten Offering (provided such Underwritten Offering is completed), (B) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Investor’s Registrable Securities held by the Holder providing such Demand Notice shall have become effective under the Securities Act and remains effective under the Securities Act and is or are not existing sufficient to permit offers and effective, that sales of the Company register, under number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the provisions intended timing and method or methods of distribution thereof specified in the Demand Notice or (C) more than one Demand Registration or Underwritten Offering every 180 days. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to Section 2(a)(ii), in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. (iv) An Initiating Holder and any other Holder that has requested its Registrable Securities Act, be included in a Demand Registration may withdraw all or any portion of the its Registrable Securities designated included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon delivery of a notice by the InvestorInitiating Holder to the effect that the Initiating Holder is withdrawing all or an amount such that the remaining amount is below the Minimum Amount of its Registrable Securities to be included in a Demand Registration, the Company may, at its option, cease all efforts to secure effectiveness of the applicable Registration Statement. Upon receipt Such registration shall be deemed a Demand Registration unless (i) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all commercially reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities the Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (ii) the withdrawal is made (A) following the occurrence of a Demand Notice from Material Adverse Change or (B) because the Investor pursuant Registration would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential. (v) Subject to the limitations contained in this Section 3.12(a)(ii)Agreement, the Company shall promptly (and in effect any event within thirty (30) days Demand Registration on such appropriate registration form of the date on which the Company receives such Demand NoticeCommission (x) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and (y) as shall be reasonably acceptable to permit the Investor registering disposition of the Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering)disposition specified in the Holder’s requests for such registration; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the total number Demand Registration for any offering and selling of Registrable Securities specified by the Holders in such Demand Notice (a “Demand shall be effected pursuant to an Automatic Shelf Registration Statement”, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and the Investor registering Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offeringincluded on such Registration Statement, it shall promptly so advise the Company will amend or supplement such Registration Statement as soon as reasonably practicable as may be necessary in order to enable such offering to take place. (vi) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall take all reasonable steps (A) promptly prepare and file or cause to facilitate be prepared and filed (1) such distributionadditional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the actions securities laws of such states as the Holder shall reasonably request; provided, however, that no such qualification shall be required pursuant to Section 3.12(c). The managing underwriters in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such distribution shall jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be acceptable necessary to apply for listing or to list the Investor registering Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be commercially reasonably necessary or appropriate or reasonably requested by the Holder to enable the Holder to consummate a public sale of such Registrable Securities in such underwritten offering. Any Demand accordance with the intended timing and method or methods of distribution thereof. (vii) In the event the Holder transfers Registrable Securities included on a Registration Statement mayand such Registrable Securities remain Registrable Securities following such transfer, at the request of the Holders submitting Holder, the Demand Notice, Company shall amend or supplement such Registration Statement as may be a “shelf” registration necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to Rule 415such Registration Statement; provided that in no event shall the Company be required to file a post-effective amendment to the Registration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, if available. Affiliates of the Holder or transferees of the Holder, (B) The the Company shall use reasonable best efforts to keep each Demand has received written consent therefor from whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for Statement, other than the resale Holder, Affiliates of the Registrable Securities covered thereby for a period Holder or transferees of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. Holder and (C) The the Company shall receives a written request from the subsequent transferee, requesting that its shares of Common Stock be entitled to suspend included in the use of any effective Registration Statement under this Section 3.12(a)(ii) under Statement, with all information reasonably requested by the circumstances set forth in Section 3.12(d)Company. (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor shall have If at any time after the right, date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by written notice such Holder (the a “Demand Notice”), then the Company shall (i) given within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the CompanyFiling Date, to request, at any time and from time to time during such periods when file with the Commission a Shelf Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or Shelf may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “Effectiveness Period”). (b) If for any reason the Commission does not permit all of the Registrable Securities requested by a Holder to be included in the Registration Statements Statement filed pursuant to Section 2(a), or for any other reason any such Registrable Securities are not permitted by the Commission to be included on a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which such filing may be made, an additional Registration Statement covering the resale of all of the Registrable Securities requested by Holder not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis at the market pursuant to Rule 415 or otherwise as may be acceptable to a Holder whose Registrable Securities were not registered for resale. Each such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement effective under the Securities Act during the entire Effectiveness Period. (c) If: (i) a Registration Statement covering all of the Investor’s Registrable Securities required to be covered thereby is or are not existing and effective, that filed by the Company register, under and in accordance with the provisions of Commission on or prior to the Securities ActFiling Date (or the applicable filing date if the Registration Statement is not the initial Registration Statement required to be filed under Section 2(a)), (ii) a Registration Statement covering all or any portion of the Registrable Securities designated is not declared effective by the Investor. Upon receipt of Commission on or prior to its required Effectiveness Date (it being understood that if the Company shall not have filed a Demand Notice from “final” prospectus for the Investor pursuant to this Registration Statement with the SEC under Rule 424(b) in accordance with Section 3.12(a)(ii2(f) below (whether or not such a prospectus is technically required by such rule), the Company shall promptly not be deemed to have satisfied this clause (ii)), (iii) the Company fails to file a request for the acceleration of the Effectiveness Date of the applicable Registration Statement as required by Section 3(c), (iv) there is a suspension or delisting of the Company’s Common Stock (or the Company fails to timely list all the Registrable Securities) on its principal trading market or exchange, (v) after its Effective Date, other than during an Allowable Grace Period (as defined below), such Registration Statement ceases to be effective and available for use by the Holders as to any Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for up to no more than 3 consecutive Trading Days (or 20 Trading Days in any event within thirty 12 month period in the aggregate) (30) days any such failure or breach being referred to as an “Event,” and for purposes of clauses (i)-(iv), on the date on which such Event occurs, or for purposes of clause (v), the date on which the Company receives Allowable Grace Period or other specified period is exceeded, being referred to as “Event Date”), then, in addition to any other rights available to the Holders under this Agreement or under applicable law: (x) on each such Demand Notice) file with the SEC, and Event Date the Company shall thereafter use its best efforts pay to cause each Holder an amount in cash, as partial damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement; and (y) on each 30-day anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. The partial damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding the foregoing, in no event shall the partial damages under this Section 2(d) exceed an amount equal to 20% of the aggregate Investment Amounts. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the Commission (the “Staff”) or the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be declared effective specifically identified as promptly an “underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as practicablean underwriter in such Registration Statement, a registration statement on the appropriate form for the registration and sale as shall be selected by then in each such case, the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of reduce the total number of Registrable Securities specified to be registered on behalf of such Holder, until such time as the Staff or the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Purchase Agreement and in the event of any reduction pursuant to this paragraph, no Holder shall have any claim against the Company as a result of such reduction and any Event or other delay or breach of this Agreement occurring primarily due to such action by the Holders Staff or the Commission and any such relating reduction shall not require the Company to pay any partial damages pursuant to Section 2(d) hereof or otherwise provide the basis for any claim by any Holder against the Company pursuant to the Transaction Documents (it being understood that the foregoing does not constitute a waiver of Section 3.2(f) of the Securities Purchase Agreement by any Holder or the obligations of the Company under this paragraph and elsewhere in such Demand Notice (a “Demand Registration Statement”relation thereto). If In the Investor registering event of any reduction in Registrable Securities intends pursuant to distribute any Registrable Securities by means this paragraph, an affected Holder shall have the right to require, upon delivery of an underwritten offering, it shall promptly so advise a written request to the Company signed by the Holder, the Company to file a registration statement within 30 days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the Commission) for re-sale by such Holder in a manner acceptable to such Holder, and the Company shall take following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all reasonable steps to facilitate Registrable Securities held by such distribution, including the actions required Holder have been registered pursuant to Section 3.12(c). The managing underwriters an effective Registration Statement in a manner acceptable to such Holder or (ii) the Registrable Securities may be resold by such Holder without restriction (including volume limitations) pursuant to Rule 144(b)(i) of the Securities Act (taking account of any Staff position with respect to “affiliate” status) or (iii) the Holder agrees to be named as an underwriter in any such distribution shall be Registration Statement in a manner acceptable to Holder as to all Registrable Securities held by such Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the Investor registering special demand right under this sentence may be exercised by a Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the re-sale thereof by such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableHolder as contemplated above). (Be) The In the event that Form S-1 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii(i) continuously effective and usable for register the resale of the Registrable Securities covered thereby for a period of one hundred eighty on another appropriate form reasonably acceptable to the Holders and (180ii) days from undertake to register the date Registrable Securities on which the SEC declares such Demand Registration Statement effective, Form S-1 as soon as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which form is available, provided that the Company is required shall use reasonable best efforts to maintain the effectiveness of any Demand the Registration Statement shall be extended then in effect until such time as a Registration Statement on Form S-1 covering the Registrable Securities has been declared effective by the aggregate number Commission. In the event the Company becomes eligible to register the Registrable Securities on Form S-3, the Company shall use reasonable best efforts to promptly register the Registrable Securities on Form S-3, provided that the Company shall use reasonable best efforts to maintain the effectiveness of days the Registration Statement(s) then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) By 5:30 p.m. on the Trading Day immediately following the Effective Date of all suspension periods each Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor shall have the right, by Upon receipt of a written notice (the “request from a Demand Notice”) given to the Company, to request, Holder at any time following the 180th day after the date hereof, the Company shall prepare and file with the Commission a registration statement under the Securities Act (a “Registration Statement”) providing for the resale of the Registrable Securities, which may, at the option of the Demand Holder, be a registration statement that provides for the resale of the Registrable Securities from time to time during such periods when pursuant to Rule 415 under the Securities Act (a “Shelf Registration Statement or Shelf Registration Statements covering all Statement”). Within five (5) business days of the Investor’s receipt of a Demand Notice, the Company shall give written notice of such Demand Notice to all Holders, and the Holders shall have three (3) business days following receipt of such notice of the Demand Notice from the Company to request in writing (including by electronic mail) to the Company to be included as a seller of Registrable Securities is or are not existing and effective, that in such Registration Statement. The Company shall use its commercially reasonable efforts to cause the Company register, under and in accordance with Registration Statement to be declared effective by the provisions Commission as soon as reasonably practicable after the initial filing of the Securities ActRegistration Statement. The Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all or any portion of the Registrable Securities designated covered by the Investor. Upon receipt such Registration Statement (including those elected to be included in such Registration Statement following notice of a Demand Notice from the Investor Company pursuant to this Section 3.12(a)(ii), the Company shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”2.01). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use its commercially reasonable best efforts to keep each Demand cause the Registration Statement filed pursuant to this Section 3.12(a)(ii) 2.01 to be continuously effective effective, supplemented and usable amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares by such Demand Registration Statement effective, as such period may have ceased to be extended pursuant to this Section 3.12(a)(ii)(BRegistrable Securities (the “Effectiveness Period”). The time period for which Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As soon as practicable following the date that the Registration Statement becomes effective, but in any event within two (2) business days of such date, the Company is required to maintain shall provide the Holders with written notice of the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) . The Company shall only be entitled obligated to suspend the use of any effective effect two (2) demand registrations on a Long-Form Registration Statement under this Section 3.12(a)(ii2.01 in any twelve-month period; provided, however, that a registration on a Long-Form Registration Statement shall not count as a registration under this Section 2.01 unless it has become effective. The Company shall be obligated to effect an unlimited number of registrations under this Section 2.01 on Short-Form Registration Statements. The Company shall not be obligated to file more than one (1) under the circumstances set forth Registration Statement (including Short-Form Registration Statements) in Section 3.12(d). (D) For the avoidance of doubt, the rights provided response to requests pursuant to this Section 3.12(a)(ii2.01 within 90 days after the effective date of any Registration Statement filed by the Company in response to requests pursuant to this Section 2.01. Once a Holder’s Registrable Securities become eligible for resale without restriction and without the need for current public information pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming the Holder of such Registrable Securities is not an affiliate (as defined in Rule 144(a)(1) under the Securities Act) of the Company, then such Holder may, at its option, at any time, request that the Company take such steps as are reasonably necessary to deregister such Holder’s Registrable Securities. In connection with such request, such Holder’s rights under this Agreement shall not all be exercisable until terminated, including without limitation the Effectiveness Deadlineright to demand an Underwritten Offering and the right to participate in a Piggyback Registration, and such Holder, to the extent such Holder beneficially owns less than 0.5% of the Common Stock then outstanding, shall no longer be subject to any obligations under this Agreement, including without limitation the obligation to enter into letter agreements with underwriters pursuant to Section 2.13.

Demand Registration. (A) The Investor shall have holders of the right, by written notice (the “Demand Notice”) given to the Company, to requestRegistrable Shares, at any time and from time time, may require the Company to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all effect the registration of the Investor’s Registrable Securities Shares. The right to request registration under this Section 10.2 may be exercised on two (2) separate occasions, only unless such request is or are not existing and effective, that the Company register, under and withdrawn in accordance with the provisions terms hereof. The two (2) rights granted hereunder are distinct and separate from any other rights to request registration which have been granted to any other Person. A shelf registration may be demanded pursuant to this Section 10.2. These demand registration rights may only be exercised if the holders of a majority of Conversion Stock (whether or not the Conversion Stock have been issued) (the "Majority Holders") provided, however, that if Tennessee Farmers holds any Registrable Shares, the Majority Holders must include Tennessee Farmers, shall give notice to the Company to the effect that holders of Notes or Conversion Stock intend to (i) transfer all or any part of the Conversion Stock or (ii) exercise all or any part of the Note and transfer all or any part of the Conversion Stock under such circumstances that a public distribution (within the meaning of the Securities Act, all or any portion ) of the Registrable Securities designated by Conversion Stock will be involved, then the Investor. Upon Company (A) within ten (10) days after receipt of a Demand Notice from such notice shall give written notice of the Investor proposed registration pursuant to this Section 3.12(a)(ii), 10.2 to the Company shall promptly other holders of Notes and Conversion Stock and (and in any event B) within thirty (30) days after receipt of such notice from the date on Majority Holders, shall file a registration statement pursuant to the Securities Act to the end that all Conversion Stock the holders of which requested registration thereof either pursuant to the original notice from the Majority Holders given pursuant to this sentence or by written notice given to the Company receives during such Demand Notice) file with 30-day period, may be sold under the SEC, and the Securities Act as promptly as is practicable thereafter. The Company shall thereafter use its best commercially reasonable efforts to cause any such registration to be declared become effective and to keep the prospectus included therein current for 135 days; provided, however, that such holders shall furnish the Company with such appropriate information as promptly is required in connection with such registration as practicable, a registration statement on the appropriate form Company may reasonably request in writing. If the managing underwriter for the registration and sale as any offering made pursuant to this Section 10.2 (who shall be selected by the Majority Holders, subject to the consent of the Company, which shall not be unreasonably withheld) advises the Company in writing that, in its opinion, the inclusion of all of the Conversion Stock requested to be included in such registration by the holders of Notes and as Conversion Stock would materially adversely affect the distribution of all such securities, then there shall be reasonably acceptable included in such registration shares of the holders of Notes or Conversion Stock pro rata based on the number of shares originally proposed to be registered by each holder of Notes or Conversion Stock and no other Common Shares shall be included in such registration. A registration will not count as a demand registration under this Section 10.2 until it has become effective and the Investor registering Registrable Securities holders of the Warrants or Conversion Stock participating in accordance the demand registration are able to register and sell at least 90% of the Conversion Stock originally requested to be included in such registration. The Company agrees to enter into an underwriting agreement in customary form with the intended method or methods of distribution (which may be managing underwriter. Such underwriting agreement will contain such representations and warranties by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters other terms and provisions as are customarily contained in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring underwriting agreements with respect to such Demand Registration Statementsecondary distributions, including, without limitation, indemnities and contribution. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at At any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that the Company register, under and in accordance with the provisions of the Securities Act, all or any portion of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii), the Company shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of least one hundred eighty (180) days following the Distribution, either of the Stockholders may, submit a Registration Request for Demand Registration covering all or part of his Registerable Shares, which request must request registration of at least the Minimum Amount. The Registration Request shall state the number of Registerable Shares to be registered and the intended plan of distribution thereof. uBid shall be obligated to register Registerable Shares pursuant to this Section 2 on a total of only two (2) occasions. A request withdrawn pursuant to Subsection 2(c) hereof or deemed to be a Piggyback Registration pursuant to Subsection 2(d) hereof shall be ignored for this purpose. uBid shall be deemed to have satisfied its obligation under this Section 2 with respect to a Registration Request if a registration statement filed pursuant to a Registration Request becomes effective under the Act and remains effective for the period required hereby, or if the failure of such a registration statement to become or remain effective results primarily from any action or inaction of either or both of the Stockholders. Subject to the conditions and limitations of Section 4 hereof, uBid will use its best efforts to file a registration statement under the Act registering the Registerable Shares covered by a Registration Request within forty-five (45) days after it receives such Registration Request unless such Registration Request is withdrawn as permitted by Subsection 2(c) hereof. (b) The right to Demand Registration is subject to the procedures in Section 4 hereof and the following additional conditions and limitations: (i) Any individual Stockholder joining a Registration Request may withdraw such Stockholder's Registerable Shares from the Registration Request at any time prior to the time the registration statement becomes effective, provided that uBid may ignore a notice of withdrawal made within 24 hours of the time the registration statement becomes effective. Following such a withdrawal, uBid shall not take any further action to register the withdrawn Registerable Shares, and shall not be obligated to register any Registerable Shares if the number of non-withdrawn Registerable Shares is less than the Minimum Amount. However, except as otherwise provided in Subsection 2(c) or (d) hereof, a Registration Request, once made, shall count as having been made for purposes of Subsection 2(a), unless it is withdrawn by all Stockholders making such request within fifteen (15) days after having been made or it is withdrawn before uBid devotes any significant efforts to the preparation of the registration statement. (ii) Unless otherwise agreed to by uBid, any Demand Registration must relate to a firm commitment underwriting for which the managing underwriter shall be reasonably satisfactory to uBid (such satisfaction not to be withheld unreasonably) or a non-underwritten offering on a "shelf" basis in accordance with Rule 415 under the Act. (iii) uBid shall be permitted to use any registration form available to it for the registration of Registerable Shares, and shall not be obligated to include in the prospectus any information that may be incorporated by reference or that is not required to be included therein by the applicable registration form. (iv) No Registration Request may be made by a Stockholder if the amount of shares proposed to be sold could be sold by such Stockholder without limitation under Rule 144 under the Act. (c) Notwithstanding the foregoing, if uBid is aware at the time it receives a Registration Request that a registered public sale of Shares is being contemplated or is in the process of being prepared (except as provided in Section 7 hereof), it will notify the Stockholders of the relevant facts, and any Stockholder who joined such Registration Request shall have the right to withdraw the request by written notice given to uBid within ten (10) days after uBid's notice under this Subsection 2(c), in which case such Registration Request will be deemed not to have been made for purposes of Subsection 2(a). (d) For an additional ninety (90) days following the date on which the SEC declares such Stockholders may first submit a Registration Request for Demand Registration Statement effectiveRegistration, as such period may uBid will be extended pursuant entitled to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of include Shares in any Demand Registration Statement shall and to reduce the number of Shares to be extended sold by the aggregate Stockholders thereunder to a minimum of 20%, collectively, of the total offering plus any underwriters' over-allotment option. If, as a result of this cutback procedure, the number of days Shares sold by uBid in such offering constitutes more than one-half of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under total shares sold in the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubtoffering, the rights provided pursuant registration would be treated as a Piggyback Registration under Section 3 below, and a Registration Request will be deemed not to this Section 3.12(a)(iihave been made for purposes of Subsection 2(a) shall not be exercisable until the Effectiveness Deadlinehereof.

Demand Registration. (Aa) The Investor Initiating Holders shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the InvestorHolder’s Registrable Securities is or are not existing and effective, that the Company register, register under and in accordance with the provisions of the Securities Act, Act all or any portion of the Registrable Securities designated by the Investorsuch Initiating Holders. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii)Notice, the Company shall promptly (and in any event within thirty ten (3010) business days from the date of receipt of such Demand Notice), notify each Holder (other than the Initiating Holders) of the receipt of such Demand Notice and allow such other Holder the opportunity to include Registrable Securities held by such Holders in the proposed registration by submitting its own written notice to the Company within ten (10) business days of receipt of the Company notice to such other Holder. The Company, within forty-five (45) days of the date on which the Company receives such the Demand Notice) , shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor Holders registering Registrable Securities Securities, in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor Holders registering Registrable Securities intends intend to distribute any Registrable Securities by means of an underwritten offering, it they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c)3. The managing underwriters in any such distribution shall be mutually acceptable to the Investor Company and the Holders registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (Bb) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) 1.2 continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B1.2(b). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) 4 occurring with respect to such Demand Registration Statement. (Cc) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) 1.2 under the circumstances set forth in Section 3.12(d)4. (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor At any time following the exercise of the Warrant and prior to the Registration of all of the Warrant Shares, and subject to the other provisions of this Agreement, Capital Research shall have the right, exercisable by making a written notice request (the “Demand Notice”"REGISTRATION REQUEST") given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, demand that the Company register, under and effect the Registration of any Registrable Securities in accordance with the provisions of the Securities Act. Upon receipt of the Registration Request, all or any portion the Company shall be obligated to register each of the Registrable Securities designated beneficially owned by Capital Research in the Investormanner set forth in Section 2(b) hereof. Upon receipt of a Demand Notice from Any provision herein to the Investor contrary notwithstanding, the right to demand Registration pursuant to this Section 3.12(a)(ii)2 shall be limited to one (1) Registration demand. A right to demand Registration hereunder shall be deemed to have been exercised and all of the Company's demand Registration obligations hereunder shall be deemed to be fully satisfied when the registration statement filed on account of such exercise has been declared effective by the Commission. (b) Following receipt of the Registration Request pursuant to Section 2(a) hereof, the Company shall promptly (and in any event i) file within thirty ninety (3090) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form under the Act for the registration shares of Common Stock that the Company has been requested to Register; (ii) if the applicable Offering is pursuant to an underwriting agreement, enter into an underwriting agreement in such form as said managing or sole underwriter shall require (which must only contain terms and sale as shall be selected by conditions customary for offerings of equity securities of entities with market capitalizations that are approximately equal to the Company's then current market capitalization and may contain customary provisions requiring the Company and as shall be reasonably acceptable Capital Research to indemnify and provide contribution to the Investor registering Registrable Securities in accordance with the intended method underwriter or methods underwriters of distribution such Offering); and (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (Biii) The Company shall use its reasonable best efforts to keep each Demand Registration Statement filed pursuant have such registration statement declared effective as promptly as practicable and to this Section 3.12(a)(iiremain effective for at least One Hundred and Twenty (120) continuously effective days. Notwithstanding any other provision hereof, Capital Research acknowledges and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days agrees that there can be no guarantee or warranty from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which or by the Company is required to maintain the effectiveness of that any Demand Registration Statement shall such registration statement will ever be extended declared effective by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to Commission, and that the Company makes no such Demand Registration Statementguarantee or warranty in this Agreement or otherwise. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. At any time following the last day of the Initial Restricted Period (A“Initial Restriction Expiration Date”), any Holder or Holders holding an aggregate of not less than 50% of the then outstanding Registrable Securities (“Initial Holders”) The Investor shall have the rightmay request, by written notice (the a “Demand NoticeDemand”) given to ETE, specifying the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that the Company register, under and in accordance with the provisions of the Securities Act, all or any portion of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii), the Company shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by desired to be sold (which shall not be less than 10% of the Holders Registrable Securities, and which may not exceed the limits set forth in such Demand Notice Section 3.01 during the Final Restricted Period), that ETE prepare and file a registration statement under the Securities Act (a “Demand Registration Statement”) to permit the public resale of Registrable Securities either (a) in an Underwritten Offering or (b) from time to time as permitted by Rule 415 under the Securities Act (either, a “Demand Registration”). If Promptly upon receipt of a Demand, ETE shall give written notice thereof to all other Holders. All such Holders who notify ETE in writing within fifteen (15) days after the Investor registering Registrable Securities intends date of such notice that they desire to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering include Registrable Securities in such underwritten offering. Any the Demand Registration Statement may, at shall be permitted to do so. ETE shall use its commercially reasonable efforts to cause a Demand Registration Statement to become effective no later than 180 days after the request date of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand. A Demand Registration Statement filed pursuant to this Section 3.12(a)(ii2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by ETE; provided, however, that if a prospectus or a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Demand Registration Statement and the Managing Underwriter selected by the Selling Holders at any time shall notify ETE in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus or prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, ETE shall use its commercially reasonable efforts to include such information in such a prospectus or prospectus supplement. In the case of a shelf registration, ETE will cause a Demand Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective and usable for under the resale of the Securities Act until all Registrable Securities covered thereby for a period of one hundred eighty (180) days from by the date on which Demand Registration Statement have been distributed in the SEC declares manner set forth and as contemplated in the Demand Registration Statement or there are no longer any Registrable Securities outstanding covered by such Demand Registration Statement (the “Effectiveness Period”). The Demand Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form with all applicable requirements of the Securities Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As soon as practicable following the date a Demand Registration Statement becomes effective, as but in any event within two Business Days after such period may be extended date, ETE shall provide the Selling Holders with written notice thereof. ETE is obligated to effect only three (3) Demand Registrations pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement2.01. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (A) The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that the Company register, under and in accordance with the provisions of the Securities Act, all or any portion of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from any Holder at any time after the Investor pursuant to this Section 3.12(a)(ii)180th day after the Closing Date, the Company shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective Commission as promptly as practicable, reasonably practicable a registration statement on under the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution Act (which may be by an underwritten offering)each, of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable providing for the resale of the Registrable Securities covered thereby identified in such Notice, which may, at the option of the Holder giving such Notice, be a Registration Statement that provides for a period the resale of one hundred eighty the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act. The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein until the earlier of (180i) days from six months following such Registration Statement’s effective date and (ii) the date on which the SEC declares all Registrable Securities covered by such Demand Registration Statement effective, as have been sold. In the event one or more Holders request in a Notice to dispose of a number of Registrable Securities that such period may be extended Holder or Holders reasonably anticipates will result in gross proceeds of at least $30 million in the aggregate pursuant to this Section 3.12(a)(ii)(B)a Registration Statement in an Underwritten Offering, the Company shall retain underwriters that are reasonably acceptable to such Selling Holders in order to permit such Selling Holders to effect such disposition through an Underwritten Offering; provided, however, that the Company shall have the exclusive right to select the bookrunning managers. The time period for which Company and such Selling Holders shall enter into an underwriting agreement in customary form that is reasonably acceptable to the Company is required and take all reasonable actions as are requested by the managing underwriters to maintain facilitate the effectiveness Underwritten Offering and sale of any Demand Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions of the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement. In the event that the managing underwriter of such Underwritten Offering advises the Company and the Holder in writing that in its opinion the inclusion of all or some Registrable Securities would adversely and materially affect the timing or success of the Underwritten Offering, the amount of Registrable Securities that each Selling Holder requested be included in such Underwritten Offering shall be extended by reduced on a Pro Rata basis to the aggregate number amount that the managing underwriter deems will not have such material and adverse effect. Any Holder may withdraw from such Underwritten Offering by notice to the Company and the managing underwriter; provided such notice is delivered prior to the launch of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration StatementUnderwritten Offering. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor shall have the right, by written notice Each Important Shareholder (the “Demand NoticeRequesting Holder”) given to may request registration (a “Demand Registration”) under the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement Securities Act of all or Shelf Registration Statements covering all part of its Registrable Securities. Each request must specify the Investor’s number of Registrable Securities for which registration is requested and the intended method or are not existing and effective, that the Company register, under and in accordance with the provisions methods of the Securities Act, all or any portion of the Registrable Securities designated by the Investordistribution thereof. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii)such request, the Company shall promptly (but no later than (10) days following receipt thereof) deliver notice of such request to all other Holders, who shall then have fifteen (15) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration (the Requesting Holder and any Holder that delivers such writing to the Company, the “Selling Holders”). The Company shall use its reasonable best efforts, after receipt of such written requests, to file with the SEC at the earliest practicable date, but in any event within not later than (i) sixty (60) days after the receipt of such notice or (ii) if, as of such sixtieth (60th) day, the Company does not have audited financial statements required to be included in the registration statement, thirty (30) days of the date on which after receipt by the Company receives from its independent public accountants of such Demand Notice) file with the SECaudited financial statements, and the Company shall thereafter use its reasonable best efforts to cause to be declared effective as promptly as practicable, a registration statement on (a “Demand Registration Statement”) relating to all of the appropriate form for the registration and sale as shall be selected by Registrable Securities that the Company and as shall be reasonably acceptable has been so requested to register for sale, to the Investor registering Registrable Securities extent required to permit the disposition (in accordance with the intended method or methods of distribution thereof) of the Registrable Securities so registered; provided that the Company shall not be required to file a Demand Registration Statement unless the aggregate offering value of the Registrable Securities requested to be registered by the Selling Holders is at least $10,000,000. (b) The Company shall not include in any Demand Registration any securities which may are not Registrable Securities without the prior written consent of the Selling Holders holding a majority of the Registrable Securities proposed to be by included in the offering. If the Demand Registration relates to an underwritten offering)public offering and the managing underwriter of such proposed public offering advises the Company and the Selling Holders in writing that, of in its reasonable and good faith opinion, the total number of Registrable Securities specified requested to be included in the Demand Registration (including securities to be sold by the Holders Company or any other security holder) exceeds the largest number of securities which reasonably can be sold in such offering without having a material adverse effect on such offering, including the price at which such securities can be sold (the “Maximum Offering Size” ), then the Company shall include in such Demand Notice (a “Demand Registration Statement”)Registration, up to the Maximum Offering Size, first, the Registrable Securities the Selling Holders propose to register, and second, any securities the Company proposes to register and any securities with respect to which any other security holder has requested registration. If the Investor registering managing underwriter determines that less than all of the Registrable Securities intends proposed to distribute any be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective Selling Holders thereof on the basis of Registrable Securities sought to be registered by means of an underwritten offering, it shall promptly so advise the Company and the each Selling Holder. The Company shall take all reasonable steps to facilitate such distribution, including not hereafter enter into any agreement which is inconsistent with the actions required pursuant to rights of priority provided in this Section 3.12(c2.1(b). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (Bc) The Company Each Important Shareholder shall use reasonable best efforts be entitled to keep each an aggregate of three (3) Demand Registration Statement filed Registrations pursuant to this Section 3.12(a)(ii2.1; provided that a Demand Registration requested pursuant to this Section 2.1 shall not be deemed to have been effected for purposes of this Section 2.1(c) continuously unless (i) it has been declared effective by the SEC and usable for the resale all of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares Selling Holders included in such Demand Registration Statement effectivehave actually been sold thereunder, (ii) it has remained effective for the period set forth in Section 2.5(a) and (iii) the offering of Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the SEC; provided that if a Requesting Holder revokes a Demand Registration pursuant to Section 2.4 hereof, such Demand Registration shall not count as one of the permitted Demand Registration requests; and provided further that, in the event the Requesting Holder revokes a Demand Registration request (which revocation may only be made prior to the Company requesting acceleration of effectiveness of the registration statement) for a reason other than as stated in Section 2.4 hereof, then such period may be extended Demand Registration shall count as having been effected unless the Requesting Holder pays all Registration Expenses in connection with such revoked Demand Registration within twenty-one (21) days of written request therefor by the Company. (d) If after any Demand Registration Statement requested pursuant to this Section 3.12(a)(ii)(B). The time period for which 2.1 becomes effective, such Demand Registration Statement is interfered with by any stop order, injunction or other order or requirement of the Company is required SEC or other governmental agency or court solely due to maintain the effectiveness actions or omissions to act of any the Company, such Demand Registration Statement shall be extended by at the aggregate number sole expense of days the Company and shall not be included as one of all suspension periods pursuant to Section 3.12(d) occurring with respect to such the Demand Registration Statement. (C) The Company shall Registrations which may be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided requested pursuant to this Section 3.12(a)(ii2.1. (e) Notwithstanding anything to the contrary contained herein, the Company shall not be exercisable until required to prepare and file (i) more than two (2) Demand Registration Statements in any twelve (12) month period, or (ii) any Demand Registration Statement within one hundred and twenty (120) days following the Effectiveness Deadlinedate of effectiveness of any other Registration Statement.

Demand Registration. (Aa) The Investor Following the Lock-Up Period, Management Stockholder shall have the right, subject to the terms of this Agreement, to require Activision to register for offer and sale under the Securities Act all or a portion of the Registrable Securities then owned by Management Stockholder subject to the requirements and limitations in this Section 6.1. In order to exercise such right, Management Stockholder must give written notice to Activision (the a “Demand Notice”) given to requesting that Activision register under the Company, to request, at any time Securities Act the offer and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all sale of the Investor’s Registrable Securities (i) having a market value on the date the Demand Notice is received (the “Demand Date”) of at least $50 million based on the then prevailing market price, or are not existing and effective, that the Company register, under and in accordance with the provisions of the Securities Act, (ii) representing all or any portion of the Registrable Securities designated then held by the InvestorManagement Stockholder. Upon receipt of the Demand Notice, Activision shall (i) promptly notify such other Persons as may be entitled to participate in such sale of the receipt of such Demand Notice, (ii) prepare and file with the Commission as soon as practicable and in no event later than 90 days after the Demand Date a Demand Registration Statement relating to the offer and sale of the Applicable Securities on any available form agreed to by the Management Stockholder and Activision for which Activision then qualifies (which may include a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act solely for use in connection with delayed underwritten offerings under Rule 415 promulgated under the Securities Act) and (iii) use reasonable efforts to cause such Demand Registration Statement to be declared effective under the Securities Act as promptly as practicable. Activision shall use reasonable efforts to have each Demand Registration Statement remain effective until the earlier of (i) one year (in the case of a shelf Demand Registration Statement) or 60 days (in the case of any other Demand Registration Statement) from the Effective Time of such Registration Statement and (ii) such time as all of the Applicable Securities have been disposed of by the Electing Holders. (b) Activision shall have the right to postpone (or, if necessary or advisable, withdraw) the filing, or to delay the effectiveness, of a Registration Statement or offers and sales of Applicable Securities registered under a shelf Demand Registration Statement if a majority of the Independent Directors (as defined in Activision’s bylaws) of Activision determines in good faith that the sale of Registrable Securities covered by such Registration Statement (i) would interfere with any pending financing, acquisition, corporate reorganization or other corporate transaction involving Activision or any of its Subsidiaries, (ii) would require disclosure of any event or condition that such directors determine would be disadvantageous for Activision to disclose and which Activision is not otherwise required to disclose at such time, or (iii) would otherwise be materially detrimental to Activision and its Subsidiaries, taken as a whole, and furnishes to the Electing Holders a copy of a resolution of such Independent Directors setting forth such determination; provided, however, that no single postponement shall exceed 120 days in the aggregate. Activision shall advise the Electing Holders of any such determination as promptly as practicable. (c) Notwithstanding anything in this Section 6.1, Activision shall not be obligated to take any action under this Section 6.1: (i) with respect to more than two (2) Demand Registration Statements relating to underwritten offerings which have become effective and which covered all the Registrable Securities requesting to be included therein; or (ii) with respect to more than two (2) Demand Registration Statements which have become and remained effective as required by this Agreement in a twenty-four month period. (d) Activision may include in any registration requested pursuant to Section 6.1(a) hereof other securities for sale for its own account or for the account of another Person, subject to the following sentence. In connection with an underwritten offering, if the managing underwriter advises Activision and the Electing Holders that in its good faith view the number of securities requested to be registered exceeds the maximum number which can be sold in such offering without materially adversely affecting the pricing, timing or likely success of the offering (with respect to any offering, the “Maximum Number”), Activision shall include such Maximum Number in such Registration Statement as follows: (i) first, the Applicable Securities requested to be registered by Management Stockholder, (ii) second, the Applicable Securities requested to be included by any other Electing Holders, if any, (iii) third, any securities proposed to be included by Activision and (iv) fourth, any other securities requested to be included in such Registration Statement. For purposes of this Agreement, an “underwritten offering” shall be an offering pursuant to which securities are sold to a broker-dealer or other financial institution or group thereof for resale by them to investors. (e) Management Stockholder shall have the right to withdraw his Demand Notice (in which case such Demand Notice shall be deemed never to have been given for purposes of Section 6.1(a) or Section 6.1(c)) (i) at any time prior to the time the Demand Registration Statement has been declared or becomes effective if Management Stockholder reimburses Activision for the reasonable out-of-pocket expenses incurred by it prior to such withdrawal in effecting such Registration, (ii) upon the issuance by the Commission or any court or other governmental agency or authority of a stop order, injunction or other order which prohibits or interferes with such Registration, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied other than as a result of default by Management Stockholder, or (iv) if Activision exercises any of its rights under Section 6.1(b) of this Agreement. If Management Stockholder withdraws a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii)6.1(e) and Activision nevertheless decides to continue with the Registration as to securities other than the Applicable Securities, then Management Stockholder shall be entitled to participate in such Registration pursuant to Section 6.2 hereof, but in such case the Company shall promptly (and in any event within thirty (30) Intended Offering Notice must be given to Management Stockholder at least 10 business days prior to the anticipated filing date of the date on which the Company receives such Demand Notice) file with the SEC, Registration Statement and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as Management Stockholder shall be selected by required to give the Company Piggyback Notice no later than five (5) business days after Activision’s delivery of such Intended Offering Notice. (f) If any Registration pursuant to this Section 6.1 shall relate to an underwritten offering, Management Stockholder and as Activision shall be select a joint lead managing underwriter reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (other party, which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) consent shall not be exercisable until unreasonably withheld, conditioned or delayed, and the Effectiveness Deadlineright of any other stockholder to participate therein shall be conditioned upon such stockholder’s participation in the underwriting agreements and arrangements required by this Agreement.

Demand Registration. (Aa) The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to requestIf a Purchaser is unable, at any time and from time following the six-month holding period provided in Rule 144, to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s sell its Registrable Securities is or are not existing and effectivepursuant to Rule 144, such Purchaser may demand, in writing, that the Company register, under prepare and in accordance file with the provisions Commission a “Shelf” Registration Statement covering the resale of the Securities Act, all or any portion of the Registrable Securities designated by (or the Investor. Upon receipt of maximum lesser amount as the Commission allows) for an offering to be made on a Demand Notice from the Investor continuous basis pursuant to this Section 3.12(a)(ii)Rule 415. Thereupon, the Company shall as expeditiously as practicable, and in any event on or prior to the Filing Date, use all commercially reasonable efforts to effect the registration on the Registration Statement of all Registrable Securities which the Company has been requested to so register. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith as the Purchasers may consent) and shall contain (except if otherwise directed by the Purchasers) the “Plan of Distribution” substantially in the form attached hereto as Exhibit C. (b) The Company shall use commercially reasonable efforts to cause the Registration Statement to be declared effective by the Commission as promptly as possible after the filing thereof, but in any event prior to the Required Effectiveness Date, and shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the fifth anniversary of the Effective Date or such earlier date when all Registrable Securities covered by such Registration Statement have been sold publicly or may be sold pursuant to Rule 144 (“Effectiveness Period”). (c) The Company shall notify each Purchaser in writing promptly (and in any event within thirty one Trading Day) after receiving notification from the Commission that the Registration Statement has been declared effective. (30d) days of As promptly as possible, and in any event no later than the date on which Post-Effective Amendment Filing Deadline, the Company receives such Demand Notice) shall prepare and file with the SEC, and the Commission a Post-Effective Amendment. The Company shall thereafter use its best efforts to cause the Post-Effective Amendment to be declared effective by the Commission as promptly as practicablepossible after the filing thereof, a registration statement but in any event prior to the fifteenth Trading Day after the Post-Effective Amendment Filing Deadline. The Company shall notify each Purchaser in writing promptly (and in any event within one business day) after receiving notification from the Commission that the Post-Effective Amendment has been declared effective. (e) Upon the occurrence of any Event (as defined below) and on every monthly anniversary thereof until the appropriate form applicable Event is cured, as partial relief for the registration damages suffered therefrom by the Purchasers (which remedy shall not be exclusive of any other remedies available under this Agreement, at law or in equity), the Company shall pay to each Purchaser an amount in cash, as liquidated damages and sale not as a penalty, equal to 1.0% of the greater of (i) the aggregate purchase price paid by such Purchaser hereunder and (ii) the Market Value of the Shares then outstanding for the first month and 1.0% for each month such event exists or until there are no Registrable Securities issued and outstanding (whichever is earlier), prorated for any partial month. The payments to which a Purchaser shall be selected entitled pursuant to this Section 6.1(e) are referred to herein as “Event Payments”. Any Event Payment may, with the prior written consent of the Purchaser receiving such Event Payment, be paid by the Company and in Common Stock in lieu of cash (in such number of shares as shall be reasonably acceptable is equal to the Investor registering nearest whole number obtained by dividing the dollar value of the Event Payment to be made by the Closing Price on the day such Event Payment is made). Any Event Payments payable pursuant to the terms hereof shall apply on a pro-rata basis for any portion of a month prior to the cure of an Event. In the event the Company fails to make Event Payments in a timely manner, such Event Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. For such purposes, each of the following shall constitute an “Event”: (i) the Registration Statement is not filed on or prior to the Filing Date or is not declared effective on or prior to the Required Effectiveness Date unless such occurrence is caused by the breach of Purchasers’ obligation to cooperate with the Company; (ii) a Post-Effective Amendment is not filed on or prior to the Post-Effective Amendment Filing Deadline or is not declared effective on or prior to the fifteenth Trading Day after the Post-Effective Amendment Filing Deadline; (iii) after the Effective Date, the Registration Statement (or a subsequent Registration Statement filed in replacement thereof) ceases to be effective or is suspended for five or more Trading Days (whether or not consecutive) during the Effectiveness Period (for any reason other than the requirement of the Company to file a Post-Effective Amendment and for such Post-Effective Amendment to be declared effective), except as otherwise permitted by this Agreement; (iv) after the Effective Date, any Registrable Securities covered by such Registration Statement are not listed on an Eligible Market; (v) the Common Stock is not listed or quoted, or is suspended from trading, on an Eligible Market for a period of three Trading Days (which need not be consecutive Trading Days), other than pursuant to Section 6.1(f); (vi) the Company fails for any reason (other than any Purchaser's actions or omissions to act) to deliver a certificate evidencing any Securities to a Purchaser within three Trading Days after delivery of such certificate is required pursuant to any Transaction Document or the exercise rights of the Purchasers pursuant to the Transaction Documents are otherwise suspended for any reason; or (vii) the Company fails to have available a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock available to issue Underlying Shares upon any exercise of the Warrants or, at any time following the Effective Date, any Shares or Underlying Shares are not listed on an Eligible Market. (f) Following the Effective Date, if (i) there is material non-public information regarding the Company which the Company's Board of Directors (the “Board”) determines, in accordance its good faith judgment in reliance on the advice of counsel, not to be in the Company’s best interest to disclose and which the Company is not otherwise required to disclose, or (ii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of significant assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Company that would require disclosure under the Exchange Act and with respect to which the Board has determined in its good faith judgment in reliance on the advice of counsel that compliance with this Agreement may reasonably be expected to either materially interfere with the intended method Company’s ability to consummate such transaction in a timely fashion or methods of distribution (which require the Company to disclose material, non-public information prior to such time as it would be required to be disclosed, then the Company may be by an underwritten offering), of the total number notice in writing to each holder of Registrable Securities specified by to which a Prospectus relates, require such holder to suspend, for up to 30 days (the Holders in such Demand Notice (a “Demand Registration StatementSuspension Period”). If , the Investor registering Registrable Securities intends use of any Prospectus included in a Registration Statement filed with the Commission pursuant to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise this Agreement; provided that the Company and the Company shall take all reasonable steps to facilitate such distributionmay not postpone, including the actions required pursuant to delay or suspend its obligation under this Section 3.12(c). The managing underwriters 6.1(f) more than 2 times in any such distribution shall be acceptable to the Investor registering Registrable Securities twelve-month period and in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableno event for more than 45 days in any twelve-month period. (Bg) The Company shall use reasonable best efforts not, prior to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale Effective Date of the Registrable Registration Statement, prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness Act of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statementits equity securities. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor shall have Company shall, for the rightbenefit of the Holders, by written notice (in the “Demand Notice”) given event that the Company is unable to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering register all of the Investor’s Registrable Securities is or are not existing and effectivein the Automatic Registration Statement, that on one occasion, upon the Company register, under and in accordance with the provisions demand by Holders of a majority of the then Registrable Securities, commencing six months after the Automatic Registration Statement is declared effective by the SEC: (i) Following a demand (a "Demand") by the Holders of a majority of the then Registrable Securities Act, to register all or any a portion of the Registrable Securities, use commercially reasonable efforts to file with the SEC a Demand Registration Statement relating to the offer and sale of such Registrable Securities designated by the Investor. Upon receipt Holders (but are not subject to an existing Registration Statement which is current and available for use by the Holders) from time to time; provided, however, that if the SEC shall comment or inquire about the Company's use of a the Demand Notice from Registration Statement to register all of the Investor pursuant to this Section 3.12(a)(ii)Registrable Securities, the Company shall promptly may exclude such Registrable Securities in accordance with Section 2.7 as it deems necessary or appropriate to respond to the SEC's comment or inquiry in order to permit the SEC to declare the Demand Registration Statement effective for a lesser number of Registrable Securities. (ii) Use its commercially reasonable efforts to keep the Demand Registration Statement continuously effective, other than during Black-out Periods, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of 365 days from the date that the Demand Registration Statement is declared effective by the SEC. (iii) Notwithstanding any other provisions hereof, use commercially reasonable efforts to ensure that (i) any Demand Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act, (ii) any event Demand Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Demand Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. (b) If a Demand Registration Statement is not filed with the SEC within thirty forty-five (3045) days of the request of the Purchasers, provided that, if the Company is required to include audited financial statements in such registration statement which have not previously been filed (and were not previously required to have been filed) with the SEC prior to the expiration of such forty-five (45) day period, such period shall be extended to the 30th day following the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain file (subject to any applicable extensions under Rule 12b-25 under the effectiveness 1934 Act (or any similar provision then in force)) an annual report on Form 10-KSB (or Form 10-K) including such financial statements, subject to Black-out Periods, the Company will make pro rata payments to each of the Purchasers, as liquidated damages and not as a penalty, in an amount equal to 1.00% of the product of (x) $0.10 multiplied by (y) the number of Shares of such Purchaser as to which the Demand relates for each 30-day period or pro rata for any Demand portion thereof following the date by which such Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring should have been filed for which no Registration Statement is filed with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use Registrable Securities; provided, however, that the amount of any effective Registration Statement liquidated damages payable under this Section 3.12(a)(ii2.1(b) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant payable to this Section 3.12(a)(ii) each Purchaser shall not exceed the aggregate amount paid by such Purchaser for such Registrable Securities less any other amount the Company otherwise actually pays to such Purchaser plus an amount equal to Purchaser's reasonable attorney fees and costs of collection in respect of such liquidated damages as a remedy for such event. Such payments shall be exercisable until in partial compensation to the Effectiveness DeadlinePurchasers, and shall not constitute the Purchasers' exclusive remedy for such events. Such payments shall be made to each Purchaser in cash.

Demand Registration. (Aa) The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at At any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all after the date of this Agreement, holders of at least 25% of the Investor’s Registrable Securities is or are not existing and effective, that the Company register, then outstanding may request registration under and in accordance with the provisions of the Securities Act, Act of all or any portion of the Registrable Securities designated by on Form S-1 or any successor form thereto (each a “Long-Form Registration”). Each request for a Long-Form Registration shall specify the Investorapproximate number of Registrable Securities required to be registered. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii)such request, the Company shall promptly (and but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have fifteen (15) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-1 (or any event successor form) to be filed within thirty (30) days of after the date on which the Company receives such Demand Notice) file with the SEC, initial request is given and the Company shall thereafter use its best efforts to cause such Registration Statement to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Commission as soon as practicable thereafter. The Company shall not be required to effect a Long-Form Registration more than two (2) times under this Agreement; provided, that a Registration Statement shall not count as a Long-Form Registration requested under Section 2(a) unless and as shall be reasonably acceptable until it has become effective and the holders requesting such registration are able to register and sell all of the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may requested to be by an underwritten offering), of the total number of Registrable Securities specified by the Holders included in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableregistration. (Bb) The Company shall use reasonable its best efforts to keep each Demand qualify and remain qualified to register securities under the Securities Act pursuant to a Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable on Form S-3 or any successor form thereto. At such time as the Company shall have qualified for the resale use of a Registration Statement on Form S-3, the holders of Registrable Securities shall have the right to request an unlimited number of registrations of the Registrable Securities covered thereby on Form S-3 or any similar short-form registration (each a “Short-Form Registration” and, together with each Long-Form Registration, a “Demand Registration”). Each request for a period Short-Form Registration shall specify the approximate number of one hundred eighty Registrable Securities requested to be registered. Upon receipt of any such request, the Company shall promptly (180but in no event later than five (5) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have fifteen (15) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement on Form S-3 (or any successor form) to be filed within thirty (30) days after the date on which the SEC declares initial request is given and shall use its best efforts to cause such Demand Registration Statement effective, as such period may to be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended declared effective by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration StatementCommission as soon as practicable thereafter. (Cc) The Company shall not be obligated to effect any Demand Registration within ninety (90) days after the effective date of a previous Demand Registration or a previous Piggyback Registration in which holders of Registrable Securities were permitted to register, and actually sold, at least twenty-five percent (25%) of the shares of Registrable Securities requested to be included therein. The Company may postpone for up to sixty (60) days the filing or effectiveness of a Registration Statement for a Demand Registration if the Company’s Board determines in its reasonable good faith judgment that such Demand Registration would (i) materially interfere with a significant acquisition, corporate organization or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; provided, however, that in such event the holders of a majority of the Registrable Securities initiating such Demand Registration shall be entitled to suspend withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the use permitted Demand Registrations hereunder and the Company shall pay all registration expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any period of any effective Registration Statement under this Section 3.12(a)(iitwelve (12) under the circumstances set forth in Section 3.12(d)consecutive months. (Dd) For If the avoidance holders of doubtthe Registrable Securities initially requesting a Demand Registration elect to distribute the Registrable Securities covered by their request in an underwritten offering, they shall so advise the rights provided Company as a part of their request made pursuant to this Section 3.12(a)(ii2(a) or Section 2(b), and the Company shall include such information in its notice to the other holders of Registrable Securities. The holders of a majority of the Registrable Securities initially requesting the Demand Registration shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. (e) The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities initially requesting such registration, which consent shall not be exercisable until unreasonably withheld or delayed. If a Demand Registration involves an underwritten offering and the Effectiveness Deadlinemanaging underwriter of the requested Demand Registration advises the Company and the holders of Registrable Securities in writing that in its opinion the number of shares of Common Stock proposed to be included in the Demand Registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such registration would adversely affect the price per share of the Registrable Securities proposed to be sold in such underwritten offering, the Company shall include in such Demand Registration (i) first, the number of shares of Common Stock that the holders of Registrable Securities propose to sell, and (ii) second, the number of shares of Common Stock proposed to be included therein by any other Persons (including shares of Common Stock to be sold for the account of the Company and/or other holders of Common Stock) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder.

Demand Registration. (Aa) The Investor shall have At any time following the rightearlier of (x) the Company consummating an Initial Public Offering of the Class A Common Stock or (y) the first anniversary of the Emergence Effective Date, by any Requesting Stockholder may give a written notice (the “Demand Notice”) given request to the Company, Company to request, at effect the registration under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any time and from time to time during such periods when a Shelf Registration Statement similar or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that the Company register, successor form under and in accordance with the provisions of the Securities Act, ) of all or any portion of such Requesting Stockholder’s Registrable Securities, which written request shall specify the number of Registrable Securities to be registered and the intended method of disposition thereof. At any time the Company is eligible for use of an Automatic Shelf Registration Statement, such registration shall occur on such form. Upon the receipt of such written request, the Company shall promptly give notice (via facsimile or electronic transmission) to the other Stockholder Groups of such requested registration (each such registration shall be referred to herein as a “Demand Registration”) at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such Demand Registration. Thereafter, the Company shall use its commercially reasonable efforts to effect, as soon as possible, the registration under the Securities Act of: (i) all Registrable Securities for which the Requesting Stockholder has requested registration under this Section 2.01; (ii) all other Registrable Securities of the same class or series as those requested to be registered by the Requesting Stockholder that any other Stockholder Group (all such Stockholder Groups, together with the Requesting Stockholder, and any Stockholder Groups participating in a Piggyback Registration pursuant to Section 2.03, the “Registering Stockholders”) have requested the Company to register by request received by the Company within ten (10) Business Days after such Stockholder Groups receive the Company’s notice of the Demand Registration; and (iii) any Company Securities to be offered or sold by the Company; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor pursuant so to this be registered; provided that, subject to Section 3.12(a)(ii2.01(d), the Company shall promptly not be obligated to effect (x) more than five (5) Demand Registrations requested by the Oaktree Stockholder, three (3) Demand Registrations requested by the JPMorgan Stockholder and three (3) Demand Registrations requested by the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Stockholder, in each case, other than Demand Registrations to be effected pursuant to a Registration Statement on Form S-3 (or any event successor or similar form) under the Securities Act (“Form S-3”) for which an unlimited number of Demand Registrations shall be permitted, (y) any such Demand Registration (i) within thirty the Specified Period (30or such shorter period as the Company may determine in its sole discretion) days after the effective date of any other registration statement of the date on which the Company receives such Demand Notice) file (other than a registration statement filed in connection with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, an employee benefit plan or business combination transaction or a registration statement on the appropriate Form S¬4 or Form S-8 or any similar or successor form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities thereto) or (ii) in accordance with Section 2.01(f) or (z) any Demand Registration if the intended method or methods aggregate proceeds expected to be received from the sale of distribution the Registrable Securities requested to be included in such Demand Registration is less than the lesser of (which may be by an underwritten offeringi) $100,000,000 and (ii) 2.5% of the market capitalization determined in good faith as of the date the Company receives a written request for Demand Registration. (b) Promptly after the expiration of the ten (10) Business Day period referred to in Section 2.01(a)(ii), the Company will notify all Registering Stockholders of the total identities of the other Registering Stockholders and the number of shares of Registrable Securities specified requested to be included in the Demand Registration by each of them. At any time prior to the Holders effective date of the Registration Statement relating to such Demand Registration, the Requesting Stockholder may upon notice to the Company, revoke such request in whole or in part with respect to the number of shares of Registrable Securities requested to be included in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends , without liability to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableother Registering Stockholders. (Bc) The Company shall use reasonable best efforts to keep each be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Demand Registration Statement filed becomes effective; provided, however, that if the Requesting Stockholder revokes its request in whole pursuant to this Section 3.12(a)(ii2.01(b), the Requesting Stockholder shall reimburse the Company for and/or pay directly all Registration Expenses incurred relating to such Demand Registration. (d) A Demand Registration shall not be deemed to have occurred: (i) unless the Registration Statement relating thereto (A) has become effective under the Securities Act and (B) has remained continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of at least (x) one hundred eighty (180) days from (or such shorter period in which all Registrable Securities of the Registering Stockholders included in such registration have actually been sold thereunder) or (y) with respect to a Shelf Registration, until the date on which the SEC declares set forth in Section 2.05(a)(ii); provided that such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall not be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such considered a Demand Registration Statementif, after such Registration Statement becomes effective, (1) such Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such Registration Statement have been sold thereunder; or (ii) if the Maximum Offering Size is reduced in accordance with Section 2.01(e) such that less than 66 2⁄3% of the Registrable Securities of the Requesting Stockholder sought to be included in such registration are included. (Ce) The If a Demand Registration involves a Public Offering and the lead managing underwriter advises the Company and the Requesting Stockholder that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having a material and adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the Requesting Stockholder and all other Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, to give first priority to the inclusion of the Registrable Securities of the Requesting Stockholder and, thereafter, pro rata among the remaining Registering Stockholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by each such Registering Stockholder); (ii) second, any securities proposed to be registered by the Company; and (iii) third, any securities proposed to be registered for the account of any other Persons, with such priorities among them as the Company shall determine. (f) Notwithstanding anything to the contrary contained in this Agreement, but subject to the limitation set forth in the next succeeding paragraph, the Company shall be entitled to suspend its obligation to file (but not the use preparation of) any Registration Statement in connection with a Demand Registration, any Shelf Registration (including any Shelf Public Offering), file any amendment to such a Registration Statement, file or furnish any supplement or amendment to a prospectus included in such a Registration Statement, make any other filing with the SEC, cause such a Registration Statement or other filing with the SEC to become or remain effective or take any similar action (collectively, “Registration Actions”) upon (i) the issuance by the SEC of a stop order suspending the effectiveness of any effective such Registration Statement or the initiation of proceedings with respect to such a Registration Statement under this Section 3.12(a)(ii8(d) under or 8(e) of the circumstances set forth Securities Act, (ii) the Board’s determination, in Section 3.12(dits good faith judgment, that any such Registration Action should not be taken because it would reasonably be expected to materially interfere with or require the public disclosure of any material corporate development or plan, including any material financing, securities offering, acquisition, disposition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries or (iii) the Company possessing material non-public information the disclosure of which the Board determines, in its good faith judgment, would reasonably be expected to not be in the best interests of the Company. Upon the occurrence of any of the conditions described in (i). , (Dii) For the avoidance of doubtor (iii) above in connection with undertaking a Registration Action, the rights provided Company shall give prompt notice of such suspension (and whether such action is being taken pursuant to (i), (ii) or (iii) above) (a “Suspension Notice”) to the Stockholders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Stockholders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Company may only suspend Registration Actions pursuant to the preceding paragraph on one (1) occasion during any period of six (6) consecutive months for a reasonable time specified in the Suspension Notice but not exceeding ninety (90) days (which period may not be extended or renewed) (each such occasion, a “Suspension Period”). Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Stockholders and shall be deemed to end on the earlier to occur of (i) the date on which the Company gives the Stockholders a notice that the Suspension Period has terminated and (ii) the date on which the number of days during which a Suspension Period has been in effect exceeds the ninety (90) day period. If the filing of any Demand Registration or Shelf Registration is suspended pursuant to this Section 3.12(a)(ii2.01(f), once the Suspension Period ends the Requesting Stockholder may request a new Demand Registration or a new Shelf Registration (neither such request shall be counted as an additional Demand Registration for purposes of subclause (x) in the proviso of Section 2.01(a)). Notwithstanding anything to the contrary in this Agreement, the Company shall not be exercisable until in breach of, or have failed to comply with, any obligation under this Agreement where the Effectiveness DeadlineCompany acts or omits to take any action in order to comply with applicable law, any interpretation of the staff of the SEC or any order or decree of any court or governmental agency.

Demand Registration. (Aa) The Investor shall have the right, by written notice (the “Demand Notice”) given Subject to the Companyconditions of this Section 2.1, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that if the Company register, under and in accordance with receives a request from the provisions of the Securities Act, all or any portion Demand Holders holding at least twenty five percent (25%) of the Registrable Securities designated then outstanding held by all Demand Holders (the Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii), “Initiating Holders”) that the Company shall promptly register Registrable Securities with an aggregate offering price of at least $5,000,000, then the Company shall, within fifteen (and in any event 15) days after the receipt thereof, give written notice of such request to all other Demand Holders (the “Non-Initiating Holders”). A Non-Initiating Holder must notify the Company within thirty (30) days of the date on which the receipt of such written notice if such Non-Initiating Holder so desires to have its Registrable Securities registered. The Company receives such Demand Notice) file with the SEC, and the Company shall thereafter will use its best efforts to cause to be declared effective effect, as promptly soon as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering of all Registrable Securities in accordance with that the intended method or methods of distribution Demand Holders request to be registered. (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). b) If the Investor registering Registrable Securities intends Initiating Holders intend to distribute any the Registrable Securities by means of an underwritten offeringunderwriting, it they shall promptly so advise the Company as a part of their demand pursuant to this Section 2.1 and the Company shall take all reasonable steps include such information in the notice referred to facilitate such distribution, including the actions required pursuant to in Section 3.12(c2.1(a). The managing underwriters in In such event, the right of any such distribution shall be acceptable Demand Holder to the Investor registering include its Registrable Securities in such registration shall be conditioned upon participation in such underwriting. The underwriter or underwriters for such offering shall be a nationally recognized underwriter or underwriters selected by the Demand Holders owning a majority of the Registrable Securities requested to be included in such offering and reasonably acceptable to the Company and such underwriter or underwriters shall enter into a reasonable and customary underwriting agreement with the Company. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all participating Demand Holders, and the number of shares that may be included in the underwriting and registration shall be allocated pro rata among the participating Demand Holders in accordance with the number of Registrable Securities held by such Demand Holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless and until all other securities to be sold by the Company and any Persons that are not Demand Holders are first entirely excluded from the underwriting and registration. (c) The Company shall not be required to effect a registration pursuant to this Section 2.1: (i) prior to the registration under the Securities Act pursuant to an effective registration statement of the Offering Shares; (ii) after the Company has effected two registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective and maintained effective for (A) one hundred twenty (120) days beyond the effective date or (B) until all shares so registered have been sold, whichever period is longer (provided, however, that such two registrations shall not include any registration pursuant to this Section 2.1 in which the number of Registrable Securities registered is reduced by more than twenty percent (20%) of the number of Registrable Securities that the Demand Holders requested to be registered); (iii) during the period starting with the date of filing of, and ending on the date six months following the effective date of, a registration statement pertaining to any underwritten public offering made pursuant to this Section 2.1 or in which the Demand Holders were given the opportunity to participate pursuant to Section 2.2 for not less than thirty percent (30%) of the amount of the offering. Any Demand Registration Statement may; provided that each registration statement was declared or ordered effective and maintained effective for (A) one hundred twenty (120) days beyond the effective date or (B) until all shares so registered have been sold, whichever period is longer; (iv) if within ten (10) days of receipt of a written request from the Initiating Holders pursuant to Section 2.1(a) the Company shall furnish to the Initiating Holders a certificate signed by the Chief Executive Officer or the Chief Financial Officer of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, the Company shall have the right to defer such filing for a period of not more than sixty (60) days after receipt of the request of the Initiating Holders; provided, that, such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period; provided, further, that the Company shall not disclose any information that could be deemed material non-public information of the Company to any of the Initiating Holders submitting during such delayed period; and (v) if the Demand Notice, Initiating Holders propose to dispose of shares of Registrable Securities that may be a “shelf” registration immediately registered on Form S-3 pursuant to Rule 415, if availablea request made pursuant to Section 2.3 below. (Bd) The A requested registration under this Section 2.1 may be rescinded prior to such registration being declared effective by the Commission by written notice to the Company from the Initiating Holders; provided, however, that such rescinded registration shall use reasonable best efforts to keep each Demand Registration Statement filed not count as a registration initiated pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which 2.1 if the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended have been reimbursed (pro rata by the aggregate number of days of Initiating Holders or in such other proportion as they may agree) for all suspension periods pursuant to Section 3.12(d) occurring out-of-pocket expenses incurred by the Company in connection with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubtrescinded registration; provided further, the rights provided pursuant to this Section 3.12(a)(ii) however, that such Initiating Holders shall not be exercisable until required to reimburse the Effectiveness DeadlineCompany if such rescission shall have been caused by, or made in response to, the material adverse effect of an event on the business, prospects, properties, condition (financial or otherwise) or operations of the Company.

Demand Registration. (A1) The Investor At any time after the Employment Commencement Date, and subject to the other provisions of this Section 12, the Executive shall have the right, exercisable by making a written notice (the “Demand Notice”) given request to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, demand that the Company register, under and effect the Registration of any Registrable Securities in accordance with the provisions of the Securities Act. The Company shall then comply with Section 12(a)(2) hereof. Any provision herein to the contrary notwithstanding, all or any portion of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor right to demand Registration pursuant to this Section 3.12(a)(ii)12 shall be limited to one Registration demand per calendar year. A right to demand Registration hereunder shall be deemed to have been exercised and all of the Company's demand Registration obligations hereunder for such calendar year shall be deemed to be fully satisfied when the registration statement filed on account of such exercise has been declared effective by the Commission. If any other executive of the Company exercises his or her right, if any, to demand that the Company effect the Registration of any Registrable Securities, then the Executive shall have the right to Register an equivalent number of Registrable Securities without reducing the number demand Registrations the Executive shall have in any calendar year. (2) Following receipt of a request pursuant to Section 12(a)(1) hereof, the Company shall promptly (and in any event i) file within thirty ninety (3090) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form under the Act for the registration and sale as shall be selected by shares of Common Stock that the Company has been requested to Register; (ii) if the applicable Offering is pursuant to an underwriting agreement, enter into an underwriting agreement in such form as said managing or sole underwriter shall require (which must only contain terms and as shall be reasonably acceptable conditions customary for offerings of equity securities of entities with market capitalizations that are approximately equal to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which Company's then current market capitalization and may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise contain customary provisions requiring the Company and the Company shall take all reasonable steps Executive to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable indemnify and provide contribution to the Investor registering Registrable Securities in underwriter or underwriters of such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. Offering); and (Biii) The Company shall use its reasonable best efforts to keep each Demand Registration Statement filed pursuant have such registration statement declared effective as promptly as practicable and to this Section 3.12(a)(ii) continuously remain effective and usable for the resale of the Registrable Securities covered thereby for a period of at least one hundred eighty (180) days days. Notwithstanding any other provision hereof, the Executive acknowledges and agrees that there can be no guarantee or warranty from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which or by the Company is required to maintain the effectiveness of that any Demand Registration Statement shall such registration statement will ever be extended declared effective by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to Commission, and that the Company makes no such Demand Registration Statementguarantee or warranty in this Agreement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor As soon as possible after the date hereof, the Company shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when file a Shelf Registration Statement or Shelf Registration Statements with the SEC covering the resale of all of the Investor’s Registrable Securities is or are not existing and effective, Securities. The Company shall use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable. In the event that the Company register, is unable to register for resale under and in accordance with the provisions Rule 415 all of the Registrable Securities Acton the Registration Statement that it has agreed to file pursuant to Section 2(a) due to limits imposed by the SEC?s interpretation of Rule 415, all or any then the Company shall be obligated to include in such Registration Statement (as withdrawn and refiled if necessary to comply with Rule 415) only such limited portion of the Registrable Securities designated as the SEC shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders in proportion to the number of Registrable Securities held by such Holders. Any request for acceleration of the InvestorRegistration Statement shall seek effectiveness at 5:00 p.m., New York time, or as soon thereafter as practicable. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii), the The Company shall notify the Holders by facsimile or e-mail as soon as promptly (practicable, and in any event within thirty (30) days of event, prior to 9:00 a.m., New York time, on the date on which the Company receives such Demand Notice) day after any Registration Statement is declared effective, shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective SEC under Rule 424 a final prospectus as promptly as practicable, a registration statement and in any event, prior to 9:00 a.m., New York time, on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute day after any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableis declared effective. (Bb) The Company shall use reasonable best efforts to keep each Demand prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an Additional Registration Statement filed pursuant on Form S-1 (or Form S-3, if applicable) covering the resale of all of the Registrable Securities not previously registered in a Registration Statement or a preceding Additional Registration Statement as the case may be. To the extent the SEC does not permit the aforesaid Registrable Securities to this Section 3.12(a)(ii) continuously effective and usable for be registered on an Additional Registration Statement, the Company shall file Additional Registration Statements successively trying to register on each such Additional Registration Statement the maximum number of remaining Registrable Securities until the resale of the remaining Registrable Securities covered thereby for a period of one hundred eighty (180) days from have been registered with the date on which SEC. The Company shall use its commercially reasonable efforts to have each Additional Registration Statement declared effective by the SEC declares such Demand Registration Statement effectiveas soon as practicable, as such period may but in no event later than the Additional Effectiveness Deadline. By 9:00 a.m. New York time on the business day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 the final prospectus to be extended used in connection with sales pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Additional Registration Statement. (Cc) The If a Registration Statement or Additional Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline or Additional Filing Deadline, respectively, the Company will make pro rata payments to each Holder, as liquidated damages and not as a penalty, in an aggregate amount equal to 2% of the Fully Diluted Shares Outstanding for each 30-day period or pro rata for any portion thereof following the Filing Deadline or Additional Filing Deadline for which no Registration Statement or Additional Registration Statement, as the case may be, is filed with respect to the Registrable Securities. If a Registration Statement or Additional Registration Statement covering the Registrable Securities is not declared effective by the SEC prior to the earlier of (i) five (5) business days after the SEC shall have informed the Company that there will be no further comments on the Registration Statement, or the Additional Registration Statement, as the case may be, (ii) the Effective Deadline or (iii) an Additional Effectiveness Deadline (either (i), (ii) or (iii) shall be entitled deemed the ?Effectiveness Deadline?), the Company will make pro rata payments to suspend each Holder, as liquidated damages and not as a penalty, in an aggregate amount equal to 2% of the use of Fully Diluted Shares Outstanding for each 30-day period or pro rata for any effective portion thereof following the Effectiveness Deadline for which no Registration Statement under this Section 3.12(a)(iiis declared effective with respect to the Registrable Securities; provided, however, that no such damages shall apply to the extent the delay is caused by any act or omission of the Holder in furnishing information needed to register the shares. Such issuance shall constitute the Holders exclusive remedy for such events, but shall not affect the right of the Holders to seek injunctive relief. Such issuance shall be made to each Holder via delivery of a Common Stock certificate within five (5) under the circumstances set forth in Section 3.12(d)business days of such event. (Dd) For Notwithstanding the avoidance provisions of doubtthis Section 2.1, in no event shall the Company be liable for liquidated damages in the event that the Company is unable to register for resale all of the Registrable Securities on the Registration Statement that it has agreed to file pursuant to Section 2(a) due to limits imposed by the SEC?s interpretation of Rule 415 provided, however, in such event, the rights provided Company shall timely file and obtain effectiveness of an Additional Registration Statement pursuant to this the provisions of Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline2(b).

Demand Registration. (Ai) The If (i) a Shelf Registration Statement has not been filed in accordance with Section 2(a) registering the offer and sale of such Registrable Securities as required in accordance with Section 2(a) or (ii) following the effectiveness of the Shelf Registration Statement contemplated by Section 2(a), the Company thereafter ceases to have an effective Shelf Registration Statement registering the offer and sale of all Registrable Securities during the Shelf Period (other than during any Suspension Period), subject to the terms and conditions of this Agreement, at any time after the expiration of the Lock‑Up Period, any Investor Holder shall have the option and right, exercisable by delivering a written notice to the Company (the a “Demand Notice”) given ), to require the Company to, pursuant to the Companyterms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to request, at any time and from time to time during such periods when Rule 415 on a Shelf Registration Statement (a “Demand Registration”). The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration and the intended timing and method of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Registrable Securities of the Holders to be included therein after compliance with Section 2(b)(ii) (A) represent at least 5% of the total outstanding Common Shares or (B) have an aggregate value of at least $50 million based on the VWAP (the “Minimum Amount”) as of the date of the Demand Notice. (ii) Within five Business Days (or if the Registration Statement will be a Shelf Registration Statements Statement, within three Business Days) after the receipt of the Demand Notice, the Company shall give written notice of such Demand Notice to all Holders and, within 30 days after receipt of the Demand Notice (except if the Company is not then eligible to register for offer and resale the Registrable Securities on Form S‑3, in which case, within 90 days thereof), shall, subject to the limitations of this Section 2(b), file a Registration Statement in accordance with the terms and conditions of, and the intended timing and method of disposition described in, the Demand Notice, which Registration Statement shall cover all of the Registrable Securities that the Holders shall in writing request to be included in the Demand Registration (such request to be given to the Company within three Business Days after receipt of notice of the applicable Demand Notice given by the Company pursuant to this Section 2(b)(ii)). Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of such Demand Notice, and shall not disclose or use the information contained in such notice without the prior written consent of the Company or until such time as the information contained therein is or becomes available to the public generally other than as a result of disclosure by the Holder in breach of the terms of this Agreement. The Company shall use commercially reasonable efforts to cause such Registration Statement to become, as soon as reasonably practicable after the filing thereof (but no later than five Business Days after the date the Company is notified by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review), and remain continuously, effective under the Securities Act until the earlier of (A) 180 days (or the expiration of the Shelf Period if a Shelf Registration Statement is requested) after the Effective Date of such Registration Statement or (B) the date on which all Registrable Securities covered by such Registration Statement have been sold or otherwise disposed of or such Shares are no longer Registrable Securities (the “Effectiveness Period”); provided that such period shall be extended for a period of time equal to the period the Holders refrain from selling any securities included in such Registration Statement at the request of an underwriter of the Company or the Company pursuant to this Agreement. (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration within 60 days after the closing of any Requested Underwritten Offering, or (B) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Investor’s Registrable Securities held by the Initiating Holder shall have become and remains effective under the Securities Act and is or are not existing sufficient to permit offers and effective, that sales of the Company register, under number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the provisions intended timing and method of disposition thereof specified in the Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(b)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for its entire Effectiveness Period, in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. Further, a Demand Registration shall not constitute a Demand Registration of the Initiating Holder for purposes of this Section 2(b)(iii) if, as a result of Section 2(b)(v), there is included in the Demand Registration less than the lesser of (x) Registrable Securities Act, of the Initiating Holder having a VWAP measured on the Effective Date of the applicable Registration Statement of $50 million and (y) two-thirds of the number of Registrable Securities the Initiating Holder set forth in the applicable Demand Notice. (iv) A Holder may withdraw all or any portion of the its Registrable Securities designated included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement by delivering written notice to the InvestorCompany setting forth the number of Registrable Securities that the Holder intends to withdraw from such Demand Registration. Upon receipt of a Demand Notice written notice from the Investor pursuant Initiating Holder that the Initiating Holder is withdrawing all of its Registrable Securities from the Demand Registration or written notice from a Holder to this Section 3.12(a)(ii)the effect that the Holder is withdrawing an amount of its Registrable Securities such that the remaining amount of Registrable Securities to be included in the Demand Registration is below the Minimum Amount, the Company shall promptly cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration nonetheless shall be deemed a Demand Registration with respect to the Initiating Holder for purposes of Section 2(b)(iii) unless (A) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out‑of‑pocket fees and expenses (including the reasonable and documented fees and expenses of the Company’s counsel) incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities the Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (B) the withdrawal is made following the occurrence of a Material Adverse Change or the occurrence of a Suspension Period or Blackout Period. (v) The Company may include in any event within thirty such Demand Registration other Company Securities for sale for its own account or for the account of any other Person, subject to Section 2(b)(v) and Section 2(e)(iii). (30vi) days In the case of a Demand Registration not being underwritten, if the applicable Initiating Holder advises the Company that in its reasonable opinion the aggregate number of securities requested to be included in such registration exceeds the number that can be included without being likely to have a significant adverse effect on the price, timing or distribution of the date on which securities offered or the Company receives such Demand Notice) file with market for the SECsecurities offered, and the Company shall thereafter use its best efforts to cause include in such Demand Registration only that number of securities that, in the reasonable opinion of such Initiating Holder, will not have such adverse effect, with such number to be declared effective allocated as promptly as practicablefollows: (A) first, a registration statement pro‑rata among all Holders (including the Initiating Holder) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder, (B) second, if there remains availability for additional securities to be included in such Demand Registration, to the Company, and (C) third, if there remains availability for additional securities to be included in such Demand Registration following the allocation provided in clauses (A) and (B) above, to any other holders of Company Securities entitled to participate in such Demand Registration, if applicable, based on the relative number of Company Securities such holder is entitled to include in such Demand Registration. (vii) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form for of the registration and sale Commission (A) as shall be selected by the Company and (B) as shall be reasonably acceptable to permit the Investor registering disposition of the Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering)disposition as reasonably specified in the Demand Notice; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the total number Demand Registration for any offering and selling of Registrable Securities specified shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S‑3 (if available to the Company). If at any time a Registration Statement on Form S‑3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company shall amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (viii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(b), the Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, Prospectuses, certificates, letters, opinions and other documents as may be necessary or advisable to register or qualify the Registrable Securities subject to such Demand Registration, including under the securities laws of such jurisdictions as any Investor Holder shall reasonably request; provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of such registration and (2) such forms, amendments, supplements, Prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders in to enable the Holders to consummate a public sale of such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand accordance with the intended timing and method of distribution thereof. (ix) In the event a Holder transfers Registrable Securities included on a Registration Statement mayand such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Holders submitting Company shall amend or supplement such Registration Statement as may be necessary in order to enable the Demand Notice, be a “shelf” registration transferee of such Registrable Securities to offer and sell such Registrable Securities pursuant to Rule 415such Registration Statement; provided that in no event shall the Company be required to file a post‑effective amendment to the Registration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, if available. Affiliates of the Holder or transferees of the Holder or (B) The the Company shall use reasonable best efforts to keep has received written consent therefor from each Demand other Holder for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for Statement, other than the resale Holder, Affiliates of the Registrable Securities covered thereby for a period Holder or transferees of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration StatementHolder. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (A) The During the Effectiveness Period and after the filing and effectiveness of the Initial Registration Statement and any Follow-On Registration Statement covering all of the Initial Registrable Securities, Investor shall have the right, by right to provide the Company with written notice (the each a “Demand Notice”) given requiring the Company to the Company, to request, at any time and from time to time during such periods when a Shelf file an Additional Registration Statement or Shelf Registration Statements covering all such number of the Investor’s Additional Registrable Securities is or are not existing and effective, that the Company register, under and as Investor requests in accordance with the provisions of the Securities Act, all or any portion of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii), the Company shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a subject to Section 2(b)(2) (the “shelf” registration pursuant to Rule 415Demand Registrable Securities”), if available.as follows: (Bi) The if Investor has sold all of the Initial Registrable Securities, Investor shall have the right to require the Company shall use reasonable best efforts to keep each Demand prepare and file an Additional Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for covering the resale of the Demand Registrable Securities covered thereby for a period of one hundred eighty within sixty (18060) days from of (i) the effective date of the Initial Registration Statement, or any Follow-On Registration Statement, or (ii) the date on which of the SEC declares such Demand Registration Statement effectiveNotice, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company whichever is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statementlater. (Cii) The if Investor has not sold all of the Initial Registrable Securities, Investor shall have the right to require the Company shall be entitled to suspend the use of any effective prepare and file an Additional Registration Statement under this Section 3.12(a)(iicovering the resale of the Demand Registrable Securities within ninety (90) under days of (i) the circumstances set forth in Section 3.12(d)effective date of the Initial Registration Statement, or any Follow-On Registration Statement, or (ii) the date of the Demand Notice, whichever is later. (Diii) For if Investor has sold all of the avoidance of doubt, the rights provided Demand Registrable Securities registered pursuant to this Section 3.12(a)(iian Additional Registration Statement, Investor shall have the right to require the Company to prepare and file an Additional Registration Statement covering the resale of additional Demand Registrable Securities within sixty (60) days of (i) the effective date of the of the previous Additional Registration Statement, or (ii) the date of the Demand Notice, whichever is later. (iv) if Investor has not sold all of the Demand Registrable Securities registered pursuant to an Additional Registration Statement, Investor shall not be exercisable until have the Effectiveness Deadlineright to require the Company to prepare and file an Additional Registration Statement covering the resale of additional Demand Registrable Securities within ninety (90) days of (i) the effective date of the of the previous Additional Registration Statement, or (ii) the date of the Demand Notice, whichever is later.

Demand Registration. (Aa) The Investor At any time after the date hereof, Oaktree may make a written demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”); any Demand Registration shall have specify the rightnumber of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof (each stockholder making a Demand Registration is referred to herein individually as a “Demanding Stockholder” and, by written notice (collectively, the “Demand NoticeDemanding Stockholders”) given to the Company). As soon as practicable, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that the Company register, under and in accordance with the provisions of the Securities Act, all or any portion of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii), the Company shall promptly (and in any event within thirty (30) 60 days after the receipt of such request, the Company shall use its reasonable best efforts to file a Registration Statement to effect the registration under the Securities Act of the date on Registrable Securities which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts has been requested to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected register by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”)Demanding Stockholders. If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Each Registration Statement may, prepared at the request of the Holders submitting the Demand Noticea Demanding Stockholder shall be effected on such form as reasonably requested by such Demanding Stockholder, be including by a “shelf” registration that permits sales on a continuous or delayed basis pursuant to Rule 415415 under the Securities Act on Form S-3 (a “Shelf Registration”) if so requested by such Demanding Stockholder and the Company is then eligible to effect a Shelf Registration. If permitted under the Securities Act, if availablesuch Shelf Registration will be one that is automatically effective upon filing. (b) If the Demanding Stockholders intend to distribute the Registrable Securities covered by their demand by means of an underwriting, the Demanding Stockholders shall so advise the Company as a part of their demand made pursuant to Section 2.1(a). The Underwriter or Underwriters will be selected by Oaktree. Oaktree shall (together with the Company as provided in Section 2.3(e)) enter into an underwriting agreement, in usual and customary form and reasonably acceptable to Oaktree, with the Underwriter or Underwriters of such offering. (c) Notwithstanding any other provision of this Section 2.1, if the Underwriter advises the Company in writing that marketing factors require a limitation of the number of Registrable Securities to be underwritten, then the Company shall so advise all holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and shall allocate the number of Registrable Securities to be underwritten among all Stockholders who have indicated an intention to participate in the underwriting pro rata in accordance with the number of Registrable Securities that each such Stockholder has requested to be included in such Registration, regardless of the number of Registrable Securities held by each such Stockholder (such proportion is referred to herein as “Pro Rata”). (d) Notwithstanding the other provisions of this Agreement, if the Company shall furnish to the Demanding Stockholders a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board, either (i) the filing, initial effectiveness or continued use of a registration statement would be seriously detrimental to the Company and its stockholders for such registration statement and it is therefore essential to delay the filing or initial effectiveness of, or suspend the use of, such registration statement, or (ii) the filing or initial effectiveness of a Demand Registration, or the continued use of any Registration, at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such registration statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company shall, upon promptly delivering such a certificate signed by the Chief Executive Officer of the Company to the Stockholders otherwise participating in such Registration, have the right to delay the filing or initial effectiveness of, or suspend the use of, such registration statement for the shortest possible period of time determined in good faith by the Board to be necessary for such purpose. In no event shall the Company be permitted to (A) delay the filing or initial effectiveness of, or suspend the use of, a registration statement pursuant to this Section 2.1(d) for a period in excess of 90 days, or (B) The exercise its rights under this Section 2.1(d) more than once in any 12 month period. In the event the Company exercises its rights under this Section 2.1(d), Oaktree agrees to suspend, immediately upon its receipt of notice referred to above, its use of the prospectus relating to the Registration in connection with any sale or offer to sell Registrable Securities. (e) Notwithstanding the other provisions of this Section 2.1, the Company shall use not be obligated to effect, or to take any action to effect, any Registration pursuant to this Section 2.1 during the period starting with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a Registration subject to Section 2.2 hereof (including a Registration pursuant to this Section 2.1); provided that the Company is actively employing in good faith its reasonable best efforts to keep each Demand cause such registration statement to become effective. (f) Demanding Stockholders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which with the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration. Subject to compliance with the other provisions of this Agreement, the Company (whether on its own determination or as the result of a withdrawal by the Demanding Stockholders) may withdraw a Registration Statement pursuant to a Demand Registration at any time prior to the effectiveness of the Registration Statement. (C) The . Notwithstanding any such withdrawal, the Company shall be entitled to suspend pay all expenses incurred by the use holders of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth Registrable Securities as provided in Section 3.12(d)2.5. (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor shall have the right, by written notice (the “Demand Notice”) given Subject to the Company, to requestSection 6.1(b), at any time and from time to time during such periods when time, Sponsor Holdings or SHUSA (the “Requesting Demand Shareholder”) may, in a Shelf Registration Statement or Shelf Registration Statements covering all of written notice (a “Demand Notice”) to the Investor’s Registrable Securities is or are not existing and effectiveCompany, request that the Company registerfile a registration statement (a “Demand Registration Statement”) under the Securities Act covering the registration of all or a portion of such Requesting Demand Shareholder’s Registrable Securities, as specified in the Demand Notice. Upon the receipt of such Demand Notice, the Company shall use reasonable efforts to file a Demand Registration Statement providing for the registration under and the Securities Act of the Registrable Securities which the Company has been so requested to register by such Requesting Demand Shareholders, to the extent necessary to permit the disposition of such Registrable Securities in accordance with the provisions intended methods of distribution thereof specified in such request, and shall use its reasonable efforts to have such Demand Registration Statement declared effective by the Commission as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for a period of time necessary following the date on which such Demand Registration Statement is declared effective for 60 days or such shorter period which will terminate when all of the Registrable Securities covered by such Demand Registration Statement have been sold pursuant thereto (including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Demand Registration Statement or by the Securities Act, all any state securities or “blue sky” laws, or any portion of the Registrable Securities designated other rules and regulations thereunder). Within five days after receipt by the Investor. Upon receipt Company of a Demand Notice from the Investor pursuant to in accordance with this Section 3.12(a)(ii6.1(a), the Company shall promptly give written notice of such Demand Notice to all other holders of Registrable Securities. (and in b) The Company will not be obligated to file any event Demand Registration Statement within thirty (30) 180 days following the completion of the IPO or within 180 days of the effective date on which of a previous Demand Registration Statement. The maximum number of registrations that the Company receives is required to effect in response to Demand Notices given by (i) SHUSA is one and (ii) Sponsor Holdings is four (each, a “Demand Registration Right”). A Demand Registration Statement shall be deemed not to have become effective (and the related registration shall be deemed not to have been effected) unless it has been declared effective by the Commission and remains effective for the period required by Section 6.1(a); provided, however, that if, after it has been declared effective, the offering of any Registrable Securities pursuant to such Demand NoticeRegistration Statement is interfered with by any stop order, injunction or other order or requirement of the Commission or any other Governmental Authority (other than any such stop order or injunction issued as a result of the inclusion in such Demand Registration Statement of any information supplied to the Company for inclusion therein by a Requesting Demand Shareholder), such Demand Registration Statement will be deemed not to have become effective. (c) Notwithstanding anything in this Agreement to the contrary, with respect to any Demand Registration, if (A) (i) the Company is planning to prepare and file with a registration statement for a primary offering by the SECCompany of its Securities, or (ii) there is any pending or contemplated material acquisition, corporate reorganization or other material matter involving the Company or there is any pending or contemplated financing by the Company (each, a “Material Transaction”), and (B) the CEO or CFO of the Company notifies in writing each Requesting Demand Shareholder that such officer has reasonably concluded that under such circumstances it would be in the Company’s best interest to postpone the filing of a Demand Registration Statement, then the Company may postpone for up 60 days the filing or the effectiveness (but not the preparation) of a Demand Registration Statement (a “Blackout Period”); provided, that the Company may not on any of the foregoing grounds postpone the filing or effectiveness of Demand Registration Statement more than once during any 12-month period (unless the Requesting Demand Shareholders consent in writing to a longer postponement of the filing or effectiveness of such registration statement). Upon notice by the Company to the Requesting Demand Shareholder of any such determination, the Requesting Demand Shareholder covenants that it shall keep the fact of any such notice strictly confidential, and, in the case of a Blackout Period pursuant to clause (i) above, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of the Demand Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, will deliver to the Company any copies then in the Requesting Demand Shareholder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. After the expiration of any Blackout Period and without further request from any Requesting Demand Shareholder, the Company shall thereafter effect the filing of the Demand Registration Statement and shall use its best reasonable efforts to cause any such Demand Registration Statement to be declared effective as promptly as practicablepracticable unless the Requesting Demand Shareholder shall have, prior to the effective date of such Demand Registration Statement, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a registration statement on Demand Registration Right for purposes of determining the appropriate form for number of Demand Registration Rights to which Sponsor Holdings or SHUSA is entitled under this Agreement. (d) If at any time or from time to time any Requesting Demand Shareholder desires to sell Registrable Securities in an Underwritten Offering pursuant to a Demand Registration Statement, the registration managing underwriter and sale as all other underwriters shall be selected by the Company and as Company. Notwithstanding the foregoing, (i) if Sponsor Holdings exercises its Demand Registration Rights, Sponsor Holdings shall be reasonably acceptable have the right to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), select one of the total number joint lead managing underwriters and one of Registrable Securities specified by the Holders in such Demand Notice co-managers and (a “ii) if SHUSA exercises its Demand Registration Statement”). If Rights, SHUSA, shall have the Investor registering Registrable Securities intends right to distribute any Registrable Securities by means select one of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The joint lead managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request and one of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableco-managers. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at At any time and from time to time during such periods when a Shelf on or following the Plan Effective Date, any Holder or group of Holders may request in writing (“Demand Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, Request”) that the Company register, effect the registration of all or part of such Holder’s or Holders’ Registrable Securities with the Commission under and in accordance with the provisions of the Securities Act. The Company will file a Registration Statement covering such Holder’s or Holders’ Registrable Securities requested to be registered, all and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective, as promptly as practicable after receipt of such request, provided that (i) the number of Registrable Securities requested to be registered on such Registration Statement is at least fifteen percent (15%) of the Initial Registrable Securities Number, or any portion (ii) the Registrable Securities requested to be sold by the Holders pursuant to such Registration Statement shall have an anticipated aggregate offering price (before deducting underwriting discounts and commission) of at least $100 million; provided, however, that the Company will not be required to file a Registration Statement pursuant to this Section 3 if: (A) the Registrable Securities requested to be registered are already covered by an existing and effective Registration Statement and such Registration Statement may be utilized for the offering and sale of the Registrable Securities designated requested to be registered; (B) a Registration Statement shall have previously been initially declared effective by the Investor. Upon receipt Commission within the ninety (90) days preceding the date such Demand Registration Request is made; or (C) the number of a Demand Notice from the Investor Registration Requests previously made pursuant to this Section 3.12(a)(ii), 3(a) shall be three or more; provided that a Demand Registration Request shall not be considered made for purposes of this clause (C) unless the Company shall promptly (and in any event within thirty (30) days requested Registration Statement has been declared effective by the Commission for at least 75% of the date on amount of Registrable Securities for which registration has been requested. (b) A Demand Registration Request shall specify (i) the Company receives then-current name and address of such Demand NoticeHolder or Holders, (ii) file with the SEC, and the Company shall thereafter use its best efforts to cause aggregate number of Registrable Securities requested to be declared effective as promptly as practicableregistered, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of iii) the total number of Registrable Securities specified then beneficially owned by such Holder or Holders and (iv) the intended means of distribution. If at the time the Demand Registration Request is made the Company shall be eligible to use Form S-3 or another appropriate form, the Holder or Holders making such request may specify that the registration be in the form of a Shelf Registration Statement. (c) The Company may satisfy its obligations under Section 3(a) hereof by amending (to the extent permitted by applicable law) any registration statement previously filed by the Holders Company under the Securities Act, so that such amended registration statement will permit the disposition (in such Demand Notice (accordance with the intended methods of disposition specified as aforesaid) of all of the Registrable Securities for which a “Demand Registration Statement”)demand for registration has been properly made under Section 3(b) hereof. If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offeringCompany so amends a previously filed registration statement, it will be deemed to have effected a registration for purposes of Section 3(a) hereof; provided that the date such registration statement is amended pursuant to this Section 3(c) shall promptly so advise be the Company and “the first day of effectiveness” of such Registration Statement for purposes of determining the period during which the Registration Statement is required to be maintained effective in accordance with Section 3(e) hereof. (d) Within ten (10) days after receiving a Demand Registration Request, the Company shall take give written notice of such request to all other Holders of Registrable Securities and shall, subject to the provisions of Section 4(c) in the case of an Underwritten Offering, include in such registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the Company’s giving of such notice, provided that such Registrable Securities are not already covered by an existing and effective Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be registered in the manner so requested. (e) The Company will use its commercially reasonable steps efforts to facilitate such distributionkeep a Registration Statement that has become effective as contemplated by this Section 3 continuously effective, including and not subject to any stop order, injunction or other similar order or requirement of the actions required Commission: (A) in the case of a Registration Statement other than a Shelf Registration Statement, until all Registrable Securities registered thereunder have been sold pursuant to Section 3.12(c). The managing underwriters such Registration Statement, but in any no event later than ninety (90) days from the Effective Date of such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available.Statement; and (B) in the case of a Shelf Registration Statement, the earlier of (x) three (3) years following the Effective Date of the Shelf Registration Statement; and (y) the date that all the remaining securities covered by such Shelf Registration Statement shall cease to be Registrable Securities; provided, however, that in the event of any stop order, injunction or other similar order or requirement of the Commission relating to any Registration Statement, the period during which the Registration Statement shall be required to remain effective will be extended by the number of days during which such stop order, injunction or similar order or requirement is in effect. (f) The Holder or Holders making a Demand Registration Request may, at any time prior to the Effective Date of the Registration Statement relating to such registration, revoke their request for the Company to effect the registration of all or part of such Holder’s or Holders’ Registrable Securities by providing a written notice to the Company. If, pursuant to the preceding sentence, the entire Demand Registration Request is revoked, then, at the option of the Holder or Holders who revoke such request, either (i) such Holder or Holders shall use reimburse the Company for all of its reasonable best efforts and documented out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement, which out-of-pocket expenses, for the avoidance of doubt, shall not include overhead expenses. or (ii) the requested registration that has been revoked will be deemed to keep each Demand have been effected for purposes of Section 3(a)(C). (g) If a Registration Statement filed pursuant to this Section 3.12(a)(ii3 is a Shelf Registration Statement, then upon the request of one or more Holders, and subject to Section 4(e) continuously effective and usable for hereof, the resale Company shall facilitate a “takedown” of Registrable Securities in the form of an Underwritten Offering, in the manner described in this Agreement, provided that either (i) the number of Registrable Securities included in such “takedown” shall equal at least fifteen percent (15%) of the Initial Registrable Securities Number or (ii) the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may requested to be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended sold by the Holders in such “takedown” shall have an anticipated aggregate number offering price (before deducting underwriting discounts and commission) of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statementat least $100 million. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor shall have the right, by Upon written notice (the a “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when on one occasion by Holders owning a Shelf Registration Statement or Shelf Registration Statements covering all majority of the Investor’s then outstanding Registrable Securities on or after the date that is or are not existing and effective120 days after the date of this Agreement, that the Company registershall file a registration statement covering the sale or distribution by the Holders, under and in accordance with the provisions on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, all including without limitation, by way of underwritten offering, block sale or any portion other distribution plan designated by the Holders of a majority of the Registrable Securities designated from time to time, of all of the Registrable Securities requested to be registered in the Demand Notice on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Investor. Upon receipt Holders) (the “Demand Shelf Registration”) within 30 days after the date of a the Demand Notice from and shall use its reasonable best efforts to cause such Shelf Registration to be declared effective by the Investor Commission as promptly as possible after the filing thereof, but in any event within 90 days after the date such Shelf Registration is filed. (b) Once declared effective, the Company shall, subject to Section 9(j), use its reasonable best efforts to cause the Demand Shelf Registration to be continuously effective until the earlier of (i) such time as there are no longer any Registrable Securities or (ii) such as all Registrable Securities can be resold without restriction as to volume in any and all three month periods under Rule 144 (the “Effectiveness Period”). (c) If any Shelf Registration ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its reasonable best efforts to promptly cause such Shelf Registration to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration), and in any event shall use its reasonable best efforts to, within 30 days of such cessation of effectiveness, amend such Shelf Registration in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration or (ii) at the option of the Company, file an additional registration statement (a “Subsequent Shelf Registration”) for an offering to be made on a delayed or continuous basis pursuant to this Rule 415 of the Securities Act registering the resale from time to time by Holders thereof of all securities that are Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration is filed, the Company shall use its reasonable best efforts to (x) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after such filing, but in no event later than the date that is 90 days after such Subsequent Shelf Registration is filed and (y) keep such Subsequent Shelf Registration (or another Subsequent Shelf Registration) continuously effective until the end of the Effectiveness Period. Any such Subsequent Shelf Registration shall be a Registration Statement on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders. (d) The Company shall supplement and amend any Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration if required by the Securities Act or as reasonably requested by the Holders covered by such Shelf Registration. (e) If a person becomes a Holder of Registrable Securities after the Shelf Registration becomes effective under the Securities Act, the Company shall, as promptly as is reasonably practicable following delivery of written notice to the Company of such person becoming a Holder and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration (a “Subsequent Holder Notice”), and in any event within 15 days after such date: (i) if required and permitted by applicable law, file with the Commission a supplement to the related prospectus or a post-effective amendment to the Shelf Registration and any necessary supplement or amendment to any document incorporated therein by reference and file any other required document with the Commission so that such Holder is named as a selling securityholder in a Shelf Registration and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of the Registrable Securities in accordance with applicable law; provided, however, that if a post-effective amendment is required by the rules and regulations of the Commission in order to permit resales by such Holder, the Company shall not be required to file more than one post-effective amendment or a supplement to the related prospectus for such purpose in any 60-day period; (ii) if, pursuant to Section 3.12(a)(ii5(e)(i), the Company shall promptly (and in any event within thirty (30) days of have filed a post-effective amendment to the date on which the Company receives such Demand Notice) file with the SECShelf Registration, and the Company shall thereafter use its reasonable best efforts to cause such post-effective amendment to be declared become effective under the Securities Act as promptly as is reasonably practicable, a registration statement on the appropriate form for the registration and sale as shall be selected but in any event by the date that is 60 days after the date such post-effective amendment is required by this Section 5(e) to be filed; and (iii) the Company and shall notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to clause (i) above. (f) If a Demand Notice delivered in accordance with Section 5(a) specifies that the sale of the Registrable Securities is intended to be conducted through an underwritten offering, the Holders of a majority of Registrable Securities included in such Demand Notice shall have the right to select the managing underwriter or underwriters to administer the offering; provided, however, that such managing underwriter or underwriters shall be reasonably acceptable to the Investor registering Company. The Holders of Registrable Securities included in such Demand Notice and the Company shall enter into an underwriting agreement in such customary form as shall have been negotiated and agreed to by the Company with the underwriter or underwriters selected for such underwriting. (g) Notwithstanding any other provision of this Section 5, if the managing underwriter or underwriters of a proposed underwritten offering of the Registrable Securities advise the Board of Directors of the Company that in its or their opinion the number of Registrable Securities requested to be included in such Shelf Registration and all other securities proposed to be sold in the offering contemplated thereby exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten Shelf Registration shall be allocated, (i) first, up to the total number of securities the Holders have requested to be included in such Shelf Registration (pro rata based upon the number of securities that each of them shall have requested to be included in such offering), (ii) second, and only if all the Registrable Securities referred to in clause (i) have been included, up to the total number of securities that the holders of piggyback registration rights have requested to be included in such Shelf Registration (pro rata based upon the number of securities that each of them shall have requested to be included in such Shelf Registration) and (iii) third, and only if all the securities referred to in clause (ii) have been included, the number of securities that the Company and other holders have proposed to include in such Shelf Registration that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. To facilitate the allocation of shares in accordance with the intended method above provisions, the Company or methods the managing underwriters may round the number of distribution (which may be by an underwritten offering), shares allocated to any Holder or other holder to the nearest 100 shares. If any Holder disapproves of the total number terms of Registrable Securities specified any such underwriting, such Holder may elect to withdraw therefrom by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends written notice to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate managing underwriter or underwriters. Any securities excluded or withdrawn from such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution underwriting shall be acceptable to the Investor registering Registrable Securities in withdrawn from such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableregistration. (Bh) The Company shall use reasonable best efforts In the event any Holder requests to keep each Demand participate in a Shelf Registration Statement filed pursuant to this Section 3.12(a)(ii5 in connection with a distribution of Registrable Securities to its partners or members, the Shelf Registration shall in the event such distribution and subsequent resale is permitted by applicable law provide for resale by such partners or members, if requested by such Holder. (i) continuously effective and usable for The Investors shall have the resale right to have any registration initiated by them under Section 5(a) terminated or withdrawn prior to the effectiveness thereof; provided, however, that the Investors shall pay all Selling Expenses incurred by them in connection therewith and, unless such termination or withdrawal was effected by the Investors primarily as a result of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from Company taking, or failing to take, any action that would be reasonably expected to cause the date on which the SEC declares Investors to effect such Demand Registration Statement effective, as such period may be extended pursuant to termination or withdrawal under this Section 3.12(a)(ii)(B5(i). The time period for which , shall promptly reimburse to the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended Expenses incurred by the aggregate number of days of all suspension periods Company in connection therewith. If the Investors cause a registration to be terminated or withdrawn in accordance with this Section 5(i), they shall again be entitled to exercise their demand rights pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d5(a). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) If at any time after the date of this Agreement the Company receives a request from a Holder of Registrable Securities that the Company file a Registration Statement on Form S-1 covering the resale of the Registrable Securities held by such Holder (a "Demand Notice"), then the Company shall (i) within five (5) days after the date it receives the Demand Notice, give notice thereof to all other Holders and (ii) as soon as reasonably practicable, but in no event later than the Filing Date, file with the Commission a Registration Statement on Form S-1 covering the resale of all Registrable Securities of the Holder that provided the Demand Notice and any additional Registrable Securities requested by the other Holders to be included therein, as specified by each such other Holder within twenty (20) days after such Holder has received notice from the Company pursuant to clause (i); provided that such Registration Statement need not include Registrable Securities already covered by an existing and effective Registration Statement The Investor Registration Statement shall be for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable but, in any event, no later than the Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the right, by written notice Securities Act (the “Demand NoticeEffectiveness Period”). (b) given If for any reason the Commission does not permit all of the Registrable Securities requested by a Holder to be included in the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement filed pursuant to Section 2(a), or Shelf for any other reason any such Registrable Securities are not permitted by the Commission to be included on a Registration Statements Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which such filing may be made, an additional Registration Statement covering the resale of all of the Registrable Securities requested by Holder not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis at the market pursuant to Rule 415 or otherwise as may be acceptable to a Holder whose Registrable Securities were not registered for resale. Each such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement effective under the Securities Act during the entire Effectiveness Period. (c) If: (i) a Registration Statement covering all of the Investor’s Registrable Securities required to be covered thereby is or are not existing and effective, that filed by the Company register, under and in accordance with the provisions of Commission on or prior to the Securities ActFiling Date (or the applicable filing date if the Registration Statement is not the initial Registration Statement required to be filed under Section 2(a)), (ii) a Registration Statement covering all or any portion of the Registrable Securities designated is not declared effective by the Investor. Upon receipt of Commission on or prior to its required Effectiveness Date (it being understood that if the Company shall not have filed a Demand Notice from “final” prospectus for the Investor pursuant to this Registration Statement with the SEC under Rule 424(b) in accordance with Section 3.12(a)(ii2(f) below (whether or not such a prospectus is technically required by such rule), the Company shall promptly not be deemed to have satisfied this clause (ii)), (iii) the Company fails to file a request for the acceleration of the Effectiveness Date of the applicable Registration Statement as required by Section 3(c), (iv) there is a suspension or delisting of the Company’s Common Stock (or the Company fails to timely list all the Registrable Securities) on its principal trading market or exchange, (v) after its Effective Date, other than during an Allowable Grace Period (as defined below), such Registration Statement ceases to be effective and available for use by the Holders as to any Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for up to no more than 3 consecutive Trading Days (or 20 Trading Days in any event within thirty 12 month period in the aggregate) (30) days any such failure or breach being referred to as an “Event,” and for purposes of clauses (i)-(iv), on the date on which such Event occurs, or for purposes of clause (v), the date on which the Company receives Allowable Grace Period or other specified period is exceeded, being referred to as “Event Date”), then, in addition to any other rights available to the Holders under this Agreement or under applicable law: (x) on each such Demand Notice) file with the SEC, and Event Date the Company shall thereafter use its best efforts pay to cause each Holder an amount in cash, as partial damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement; and (y) on each 30-day anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. The partial damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event. Notwithstanding the foregoing, in no event shall the partial damages under this Section 2(d) exceed an amount equal to 20% of the aggregate Investment Amounts. (d) Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the Commission (the “Staff”) or the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be declared effective specifically identified as promptly an “underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as practicablean underwriter in such Registration Statement, a registration statement on the appropriate form for the registration and sale as shall be selected by then in each such case, the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of reduce the total number of Registrable Securities specified to be registered on behalf of such Holder, until such time as the Staff or the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Purchase Agreement and in the event of any reduction pursuant to this paragraph, no Holder shall have any claim against the Company as a result of such reduction and any Event or other delay or breach of this Agreement occurring primarily due to such action by the Holders Staff or the Commission and any such relating reduction shall not require the Company to pay any partial damages pursuant to Section 2(d) hereof or otherwise provide the basis for any claim by any Holder against the Company pursuant to the Transaction Documents (it being understood that the foregoing does not constitute a waiver of Section 3.2(f) of the Securities Purchase Agreement by any Holder or the obligations of the Company under this paragraph and elsewhere in such Demand Notice (a “Demand Registration Statement”relation thereto). If In the Investor registering event of any reduction in Registrable Securities intends pursuant to distribute any Registrable Securities by means this paragraph, an affected Holder shall have the right to require, upon delivery of an underwritten offering, it shall promptly so advise a written request to the Company signed by the Holder, the Company to file a registration statement within 30 days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the Commission) for re-sale by such Holder in a manner acceptable to such Holder, and the Company shall take following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all reasonable steps to facilitate Registrable Securities held by such distribution, including the actions required Holder have been registered pursuant to Section 3.12(c). The managing underwriters an effective Registration Statement in a manner acceptable to such Holder or (ii) the Registrable Securities may be resold by such Holder without restriction (including volume limitations) pursuant to Rule 144(b)(i) of the Securities Act (taking account of any Staff position with respect to “affiliate” status) or (iii) the Holder agrees to be named as an underwriter in any such distribution shall be Registration Statement in a manner acceptable to Holder as to all Registrable Securities held by such Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the Investor registering special demand right under this sentence may be exercised by a Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the re-sale thereof by such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableHolder as contemplated above). (Be) The In the event that Form S-1 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii(i) continuously effective and usable for register the resale of the Registrable Securities covered thereby for a period of one hundred eighty on another appropriate form reasonably acceptable to the Holders and (180ii) days from undertake to register the date Registrable Securities on which the SEC declares such Demand Registration Statement effective, Form S-1 as soon as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which form is available, provided that the Company is required shall use reasonable best efforts to maintain the effectiveness of any Demand the Registration Statement shall be extended then in effect until such time as a Registration Statement on Form S-1 covering the Registrable Securities has been declared effective by the aggregate number Commission. In the event the Company becomes eligible to register the Registrable Securities on Form S-3, the Company shall use reasonable best efforts to promptly register the Registrable Securities on Form S-3, provided that the Company shall use reasonable best efforts to maintain the effectiveness of days the Registration Statement(s) then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission. (f) By 5:30 p.m. on the Trading Day immediately following the Effective Date of all suspension periods each Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. If at any time after the Market Stand-Off Period Novo Nordisk and Novo Nordisk Pharmaceuticals, Inc. desire to effect the registration on Form S-3 or other applicable form under the 1933 Act of any of the Shares owned by them or any of their Affiliates (A“Registrable Shares”), they may make one (1) The Investor shall have the right, by written notice request (the “Demand NoticeRequest”) given that Aradigm effect such registration; provided that such request is made no earlier than (i) sixty (60) days prior to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all expiration of the Investor’s Registrable Securities is Market Stand-Off Period or are not existing (ii) sixty (60) days prior to the expiration of any “lock-up” period required of Novo Nordisk and effectiveNovo Nordisk Pharmaceuticals, that the Company register, under and in accordance with the provisions of the Securities Act, all or any portion of the Registrable Securities designated Inc. by the Investorunderwriters in connection with a public offering by Aradigm. The Demand Request will specify the number of Registrable Shares proposed to be sold and will also specify the intended method of disposition thereof. Upon receipt of a such Demand Notice from the Investor pursuant to this Section 3.12(a)(iiRequest, Aradigm shall, at its own expense (which expense shall include all fees and expenses of counsel, public accountants or other advisors or experts retained by Aradigm, all reasonable fees and expenses of counsel for Novo Nordisk, Novo Nordisk Pharmaceuticals, Inc. and their Affiliates (which counsel shall be selected by Novo Nordisk and Novo Nordisk Pharmaceuticals, Inc.) in an amount which shall not exceed fifty thousand dollars ($50,000), all filing fees, all fees and expenses incurred to comply with blue sky or other securities laws, all printing expenses and all internal expenses of Aradigm, but shall not include underwriting fees, discounts or commissions attributable to the Company shall promptly (and in any event within thirty (30) days sale of the date on which Registrable Shares, out-of-pocket expenses of Novo Nordisk, Novo Nordisk Pharmaceuticals, Inc. or any of their Affiliates, transfer taxes or the Company receives such Demand Noticefees and expenses of underwriter’s counsel) prepare and file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, SEC a registration statement on Form S-3 or other applicable form (the appropriate form “Resale Registration Statement”) under the 1933 Act to provide for the registration resale by Novo Nordisk, Novo Nordisk Pharmaceuticals, Inc. and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), their Affiliates of the total number of Registrable Securities Shares specified by in the Holders in such Demand Notice (Request. In the event Novo Nordisk and Novo Nordisk Pharmaceuticals, Inc. deliver to Aradigm a Demand Request prior to the end of a Market Stand-Off Period or a “Demand lock-up” period, Aradigm shall use its reasonable efforts to file and cause the Resale Registration Statement”). If the Investor registering Registrable Securities intends Statement to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable effective prior to the Investor registering Registrable Securities in expiration of such underwritten offeringMarket Stand-Off Period or “lock-up” period, as the case may be. Any Demand In all other cases, Aradigm will use its reasonable efforts to cause the Resale Registration Statement may, at the request to be filed and become effective as soon as reasonably practicable after receipt of the Holders submitting Demand Request. Aradigm shall cause the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand Resale Registration Statement filed pursuant to this Section 3.12(a)(ii1.4 to remain effective for no less than six (6) continuously effective and usable for months (or, if earlier, until the resale date all of the Registrable Securities Shares covered thereby for a period of one hundred eighty (180) days from by the date on which the SEC declares such Demand Resale Registration Statement effectivehave been sold); provided, as however, Aradigm may suspend the use of, or delay the effective date of, any Resale Registration Statement by giving written notice to the sellers identified therein, if Aradigm shall have determined, in its good faith reasonable judgment, that such period may suspension or delay in the effective date of the Resale Registration Statement is advisable because the filing or effectiveness of the Resale Registration Statement would be extended detrimental to Aradigm and its shareholders; and provided further that Aradigm suspends the use of or delays the effective date of all other registration statements of Aradigm that register the securities of Aradigm being or to be resold by the holders thereof. Any suspension or delay in the effective date of the Resale Registration Statement by Aradigm pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement 1.4 shall be extended by for the aggregate number shortest reasonable period of days of all suspension periods pursuant to Section 3.12(dtime (but shall not exceed one hundred twenty (120) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(ddays). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (A) The Investor shall have At any time during the rightfive year period following the Closing Date, by USAA may make a written notice request (the “"Demand Notice”") given for registration under the Securities Act (a "Demand Registration") of the Registrable Securities held by it. The Demand Notice will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Unless USAA shall consent in writing, no other party, including the Company, shall be permitted to requestoffer securities under any such Demand Registration. The Company shall not be required to effect more than three Demand Registrations under this Section 2(b). A registration requested pursuant to this Section 2(b) will not be deemed to have been effected (and it shall not count as one of the three Demand Registrations) unless the Registration Statement relating thereto has become effective under the Securities Act; provided, however that if, after such Registration Statement has become effective, the offering of the Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected (and it shall not count as one of the three Demand Registrations). USAA may, at any time and from time prior to time during such periods when a Shelf the effective date of the Registration Statement or Shelf Registration Statements covering all relating to such registration, revoke its Demand Notice by providing a written notice to the Company. If USAA so elects, the offering of the Investor’s Registrable Securities is pursuant to a Demand Registration shall be in the form of an Underwritten Offering. If the managing underwriter or are not existing and effective, that underwriters of such offering advise the Company register, under and USAA in accordance with writing that in their opinion the provisions number of the Securities Act, all or any portion shares of the Registrable Securities designated by requested to be included in such offering is sufficiently large to materially and adversely affect the Investor. Upon receipt success of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii)such offering, the Company shall promptly (and will include in any event within thirty (30) days of such registration the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total aggregate number of Registrable Securities specified which in the opinion of such managing underwriter or underwriters can be sold without any such material adverse effect; provided, however, that Registrable Securities may be excluded before all shares proposed to be sold by other parties, including the Holders in such Demand Notice (a “Demand Registration Statement”)Company, have been excluded. If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offeringare excluded, it such registration shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request not count as one of the Holders submitting the three Demand Notice, be a “shelf” Registrations. No registration pursuant to Rule 415, if available. (Ba request or requests referred to in this subsection 2(b) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant deemed to Section 3.12(d) occurring with respect to such Demand Registration Statementbe a Shelf Registration. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor shall have On or after the rightdate that is fourteen (14) months after the closing of the Initial Public Offering, by written notice the Holders may, subject to Section 2.4 (the “Demand Notice”Black-Out Rights; Suspension Rights) given and Section 2.5 (Holdback Agreements), deliver to the Company, to request, at any time and from time to time during such periods when Company a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, written request that the Company register, under prepare and in accordance with the provisions of the Securities Act, all or any portion of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii), the Company shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, Commission a registration statement on the an appropriate form for under the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance Act (together with the intended method any amendments or methods of distribution (which may be by an underwritten offering)supplements thereto, of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If , registering under the Investor registering Securities Act Registrable Securities intends then outstanding having a Market Value of not less than $10,000,000 to distribute any effect an underwritten public offering of Registrable Securities by means of an underwritten offeringthe initiating Holders (a “Demand Registration”). Notwithstanding the foregoing, it shall promptly so advise the Company and the Company shall take not be obligated to effect more than one Demand Registration in any twelve (12) month period. (b) Any request for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intent to effect an underwritten public offering of such Registrable Securities. Within 10 Business Days after receipt of such request, the Company will give written notice of such registration request to all reasonable steps other Holders and include in such registration all such Registrable Securities with respect to facilitate which the Company has received written requests for inclusion therein within 15 Business Days after the mailing of the Company’s notice. Each such distribution, including request will also specify the actions required pursuant number of Registrable Securities to be registered and the intent to effect an underwritten public offering of such Registrable Securities. (c) Subject to Section 3.12(c2.3(d). The managing underwriters in any such distribution shall be acceptable to , if all Holders that request the Investor registering Registrable Securities in such underwritten offering. Any filing of a Demand Registration Statement mayhave a sufficient number of Registrable Securities registered for sale pursuant to a Shelf Registration Statement, at the Company may satisfy the request to effect a Demand Registration by filing an appropriate prospectus supplement with the Commission to effect an underwritten public offering; provided, that such underwritten public offering shall be deemed a Demand Registration and shall be required to satisfy each of the Holders submitting the conditions and other requirements for a Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableRegistration specified in this Agreement. (Bd) The Company shall use reasonable best efforts select the lead underwriter or underwriters and any co-manager or co-managers in connection with any underwritten public offering pursuant to keep each this Agreement, after consultation with the Holders initiating such Demand Registration. (e) A registration will not count as a Demand Registration until it has become effective. For purposes of this Agreement, (i) an offering on a Demand Registration Statement filed pursuant is deemed to this Section 3.12(a)(iibe effected on the effective date thereof, and (ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for an underwritten public offering on a period of one hundred eighty (180) days from the date on which the SEC declares such Shelf Registration Statement that is deemed to be a Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d2.2(c) occurring is deemed to be effected on the date a prospectus supplement is filed with respect to such Demand Registration Statement. the Commission (C) The Company shall be entitled to suspend other than any preliminary prospectus supplement). Notwithstanding the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubtforegoing, the rights provided pursuant to this Section 3.12(a)(ii) an offering shall not be exercisable until deemed to have been effected if such offering is not consummated as a result of (i) a breach by the Effectiveness DeadlineCompany of its obligations under this Agreement or any underwriting agreement relating to an underwritten public offering, or (ii) the Company exercising its rights under Section 2.4 (Black-Out Rights; Suspension Rights), and, in either case, after the offering would otherwise have been deemed to have been effected pursuant to the preceding sentence.

Demand Registration. (Aa) The Investor If at any time the Company shall have the right, by receive a written notice request (the a “Demand Notice”) given to from the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, Majority Holders that the Company register, effect the registration under and in accordance with the provisions of the Securities Act, Act of all or any portion of the Registrable Securities designated by specified in the Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii), the Company shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration StatementRegistration”). If , specifying the Investor registering information set forth under Section 2.4(j), then the Company shall use its commercially reasonable efforts to effect, as expeditiously as reasonably practicable, subject to paragraphs (c) and (d) of this Section 2.1, the registration under the Securities Act of the Registrable Securities intends for which the Majority Holders have requested registration under this Section 2.1, all to distribute any the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. (b) At any time prior to the effective date of the registration statement relating to such registration, the Majority Holders may revoke such Demand Registration request by means of providing a notice to the Company revoking such request. The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration. (c) If a Demand Registration is an underwritten offeringprimary registration on behalf of the Company, it shall promptly so and the managing underwriters advise the Company and in writing that in their opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall take all reasonable steps will include in such registration (i) first, the number of shares of Common Stock the Company proposes to facilitate sell in such distributionregistration; and (ii) second, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering number of Registrable Securities requested to be included in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for 2, pro rata among the resale respective holders of such Common Stock or Registrable Securities on the basis of the number of shares requested to be included in such registration. If a Demand Registration is an underwritten secondary registration on behalf of holders of Common Stock who have the contractual right to initiate such a registration, and the managing underwriters advise the Company in writing that in their opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the Company or the marketability of the offering, the Company will include in such registration (A) first, the number of Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares requested to be included in such Demand Registration Statement effective, as such period may be extended registration pursuant to this Section 3.12(a)(ii)(B). The time period for which 2, pro rata among the respective holders thereof on the basis of the number of shares requested to be included in such registration; and (B) second, the number of shares of Common Stock the Company is required proposes to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to sell in such Demand Registration Statementregistration. (Cd) The Company shall be entitled Upon notice to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubtMajority Holders, the rights provided Company may postpone effecting a registration pursuant to this Section 3.12(a)(ii) shall 2.1 for a reasonable time specified in the notice but not exceeding 120 days in the aggregate (which period may not be exercisable until extended or renewed), if (i) the Effectiveness DeadlineBoard shall determine in good faith that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Board believes in good faith would not be in the best interests of the Company.

Demand Registration. (Ai) The Investor shall have Until such time as all Registrable Securities cease to be Registrable Securities, the rightCompany agrees to use its reasonable efforts to keep current and effective a shelf Registration Statement, by written notice (the “Demand Notice”) given and to the Company, file such supplements or amendments to request, at any time and from time to time during such periods when a Shelf Registration Statement as may be necessary or Shelf appropriate in order to keep such shelf Registration Statements covering all Statement continuously effective and useable, for the resale of Registrable Securities under the Securities Act. (ii) If the Company is no longer eligible to use a shelf Registration Statement, the Company agrees within 30 days of a Holder’s written request to register the resale of a specified amount of the Investor’s Registrable Securities is or are not existing and effective, that (which shall represent at least 5% of the Company register, outstanding Common Stock) under and in accordance with the provisions of the Securities Act, all or any portion the Company will file a Registration Statement, on an appropriate form, to register the resale of such Registrable Securities, which Registration Statement will (if specified in the Holder’s notice) contemplate the ability of the Holders to effect an underwritten offering, and will use its reasonable efforts to cause such Registration Statement to become or be declared effective, and to file such supplements or amendments to such Registration Statement as may be necessary or appropriate in order to keep such Registration Statement effective and useable, for the resale of Registrable Securities designated by under the Investor. Upon receipt Securities Act, through the completion of a Demand Notice from the Investor pursuant offering thereof. (iii) Notwithstanding anything to the contrary contained in this Section 3.12(a)(ii)Agreement, the Company shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SECbe entitled, and the Company shall thereafter use its best efforts from time to cause to be declared effective as promptly as practicabletime, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable providing prior written notice to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering)Holders, of the total number of Registrable Securities specified by the to require such Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of the Prospectus included in any effective Registration Statement for resales of Registrable Securities under this any shelf Registration Statement pursuant to Section 3.12(a)(ii2(a)(i) or to postpone the filing or suspend the use of any Registration Statement pursuant to Section 2(a)(ii) for a reasonable period of time not to exceed 60 days in succession (or a longer period of time with the prior written consent of AIG, which consent shall not be unreasonably withheld) or two times in any one year period (a “Suspension Period”) if (A) the Board determines in good faith that effecting the registration (or permitting sales under an effective registration) would materially and adversely affect an offering of securities of the circumstances set forth Company, (B) the Company is in Section 3.12(d)possession of material non-public information and the Board determines in good faith that the disclosure of such information during the period specified in such notice would be materially detrimental to the Company, or (C) the Company shall determine that it is required to disclose in any such Registration Statement a contemplated financing, acquisition, corporate reorganization or other similar transaction or other material event or circumstance affecting the Company or its securities, and the Board determines in good faith that the disclosure of such information at such time would be materially detrimental to the Company or the holders of its equity securities. (Div) For After the avoidance expiration of doubtany Suspension Period and without any further request from a Holder, the rights Company shall as promptly as reasonably practicable prepare a Registration Statement or post-effective amendment or supplement to the applicable shelf Registration Statement or Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the Prospectus will not include a material misstatement or omission or be not effective and useable for resale of Registrable Securities. (v) If at any time or from time to time the Holders desire to sell Registrable Securities representing at least 5% of the outstanding Common Stock in an underwritten offering, the managing underwriter or underwriters for such offering shall be selected by AIG. The Holders will provide the Company with prior notice of any such underwritten offering, such notice to be provided as soon as reasonably practicable after the Holders determine to proceed with such offering. The Company shall use its reasonable efforts to assist such managing underwriter or underwriters in their efforts to sell Registrable Securities pursuant to this Section 3.12(a)(ii) such Registration Statement and shall not be exercisable until use reasonable efforts to make senior executives with appropriate seniority and expertise reasonably available for “road show” or other presentations during the Effectiveness Deadlinemarketing period.

Demand Registration. If holders of at least twenty-five percent (A25%) The Investor of the outstanding Registrable Securities as of the date of original issuance of the Preferred Stock (the "Requisite Holders") shall have at any time make a written request (a "Demand Registration Request") to the rightCompany in compliance with this Section 2, the Company shall cause to be filed with the Commission a registration statement (a "Demand Registration Statement") under the Securities Act covering all or any part of the Registrable Securities (a "Demand Registration"), as such holders (the "Initiating Holders") shall request in writing; provided that (i) any request made pursuant to this Section 2(b) by Requisite Holders shall be addressed to the attention of the Secretary of the Company, and shall specify the number of Registrable Securities to be registered (which shall comprise at least 25% of the outstanding Registrable Securities as of date of original issuance of the Preferred Stock; provided however, and notwithstanding the provisions of Section 2b hereof, the holders of any number of Registrable Securities may make a Demand Registration Request for such Registrable Securities where such holders request registration of all of the remaining such Registrable Securities), the intended method of distribution thereof and that the request is for a Demand Registration pursuant to this Section 2(b); (ii) As promptly as practicable, but no later than ten (10) days after receipt of a Demand Registration Request, the Company shall give written notice (the “"Demand Exercise Notice”") given of such Demand Registration Request to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all holders of the Investor’s Registrable Securities is or are not existing and effective, that the Company register, under and in accordance with the provisions of the Securities Act, all or any portion of the Registrable Securities designated by the InvestorSecurities. Upon receipt of Following a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii)Registration Request, the Company shall promptly include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other holders of Registrable Securities who shall have made a written request to the Company for inclusion in any event such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within thirty (30) days after the receipt of the date on which the Company receives such Demand Notice) file Exercise Notice (together with the SECInitiating Holders, and the "Electing Holders"); (iii) Following receipt of a Demand Registration Request, the Company shall thereafter use its best efforts to cause to be declared effective file the Demand Registration Statement with the Commission as promptly as reasonably practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take use all reasonable steps efforts to facilitate such distribution, including have the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement maydeclared effective under the Securities Act as soon as reasonably practicable, at in each instance giving due regard to the request of the Holders submitting the Demand Notice, be need to conduct due diligence and complete other actions that are reasonably necessary to effect a “shelf” registration pursuant to Rule 415, if available. (B) The Company registered public offering and shall use all reasonable best efforts to keep each Demand such Registration Statement filed pursuant continuously effective, for up to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from or until such earlier date as of which all the date on which Registrable Securities under the SEC declares such Demand Registration Statement effective, as such period may shall have been disposed of in the manner described in the Registration Statement; (iv) The Company shall not be extended obligated to effect more than two (2) Demand Registrations by Requisite Holders pursuant to this Section 3.12(a)(ii)(B2(b). The time A right to demand a registration pursuant to this Section 2(b) shall be deemed to have been satisfied upon the earlier of (x) the date as of which all of the Registrable Securities included therein shall have been distributed pursuant to the Registration Statement, and (y) the date as of which such Demand Registration shall have been continuously effective for a 180-day period for which the Company is required to maintain or other period specified in Section 2(b)(iii) following the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. , provided no stop order or similar order, or proceedings for such an order, is thereafter entered or initiated whereupon the 180-day period shall extend for the period which such stop order or similar order or proceedings for such order is in effect (C) The Company shall be entitled to suspend the use of any effective "Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(dPeriod"). (Dv) For If the avoidance Underwriter in connection with any underwritten offering described in this Section 2(b) shall have informed the Company that in its opinion the total number of doubtshares of Common Stock that the holders of the Registrable Securities, and any other Persons desiring to participate in such registration, intend to include in such offering is such as to materially and adversely affect the success and pricing of such offering, then the Company shall include in such Demand Registration (a) first, all Registrable Securities requested to be included in such registration by the Electing Holders of Registrable Securities; provided that if the number of shares of Common Stock so elected to be included in such registration by all Electing Holders of Registrable Securities exceeds the number recommended by the Underwriter, then the number of Registrable Securities to be so included in such registration will be reduced pro rata in accordance with the number of shares requested to be included by each Electing Holder, to such number recommended by the Underwriter; and (b) if all Registrable Securities so elected to be included by the Electing Holders are so included in such Registration, such additional number of shares of Common Stock that the Company desires to include in such registration and that the Underwriter has informed the Company may be included in such registration without adversely affecting the success and pricing of the offering of all the Registrable Securities so requested to be included therein; and (vi) Notwithstanding anything herein to the contrary, the rights provided Company shall not be obligated to take any action to effect any such Demand Registration, qualification or compliance pursuant to this Section 3.12(a)(ii2(b) shall if: (i) the Board of Directors determines in the exercise of its reasonable good faith judgment that effecting such Demand Registration at such time would require disclosure of a material fact that would have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in a significant transaction, then, in which case the Company may defer such Demand Registration for a single period not to exceed ninety (90) days once every twelve (12) months; (ii) in any particular jurisdiction in which the Company would be exercisable until required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Effectiveness DeadlineCompany is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (iii) the Board of Directors determines in the exercise of its reasonable good faith judgment that effecting such Demand Registration at such time would otherwise have a material adverse effect on the Company, then, in such case the Company may defer (the "Deferral") such Demand Registration for a single period not to exceed ninety (90) days once during every twelve (12) months, but only on the condition that a deferral under clause (i) of this Section 2(b)(vi) does not occur during the twelve (12) month period proceeding or following the Deferral; provided, however that notwithstanding the restrictions contained in clauses (i) and (iii) of this Section 2(b)(vi) with respect to the number of deferrals of Demand Registrations in any twelve month period, the Company may defer a Demand Registration for a period not to exceed ninety (90) days at any time when the Board determines, in its reasonable good faith judgment, that a failure so to defer the Demand Registration would be a violation of its fiduciary duties.

Demand Registration. (Ai) The Investor At any time after the expiration of the Lock-Up Period, any Holder shall have the option and right, exercisable by delivering a written notice to the Company (the a “Demand Notice”) given ), to require the Company to, pursuant to the Companyterms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to request, at any time and from time Rule 415 pursuant to time during such periods when a Shelf Registration Statement (a “Demand Registration”). The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Registrable Securities to be included therein have an aggregate value, based on the VWAP as of the date of the Demand Notice, of at least $25 million (the “Minimum Amount”). (ii) Within fifteen Business Days after the receipt of the Demand Notice (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, within forty-five days thereof), the Company shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice. The Company shall use all commercially reasonable efforts to cause such Registration Statement to become and remain effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”). (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration within 90 days after the closing of any Requested Underwritten Offering or Shelf (B) a subsequent Demand Registration Statements pursuant to a Demand Notice if a Registration Statement covering all of the Investor’s Registrable Securities held by the Initiating Holder shall have become and remains effective under the Securities Act and is or are not existing sufficient to permit offers and effective, that sales of the Company register, under number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the provisions intended timing and method or methods of distribution thereof specified in the Securities Act, Demand Notice. (iv) A Holder may withdraw all or any portion of the its Registrable Securities designated by included in a Demand Registration from such Demand Registration at any time prior to the Investoreffectiveness of the applicable Registration Statement. Upon receipt of a Demand Notice notice from a Holder to the effect that the Holder is withdrawing an amount of its Registrable Shares from the Investor pursuant Demand Registration such that the remaining amount of Registrable Shares to this Section 3.12(a)(ii)be included in the Demand Registration is below the Minimum Amount, the Company shall promptly cease all efforts to secure effectiveness of the applicable Registration Statement. (and v) The Company may include in any event within thirty (30) days of the date on which the Company receives such Demand NoticeRegistration other Company Securities for sale for its own account or for the account of any other Person, subject to Section 2(c)(iii). (vi) file with Subject to the SEClimitations contained in this Agreement, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a effect any Demand Registration on such appropriate registration statement on form of the appropriate form for the registration and sale Commission (A) as shall be selected by the Company and (B) as shall be reasonably acceptable to permit the Investor registering disposition of the Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering)disposition specified in the Demand Notice; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the total number Demand Registration for any offering and selling of Registrable Securities specified shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (vii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders in to enable the Holders to consummate a public sale of such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand accordance with the intended timing and method or methods of distribution thereof. (viii) In the event a Holder transfers Registrable Securities included on a Registration Statement mayand such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Holders submitting the Demand Notice, Company shall amend or supplement such Registration Statement as may be a “shelf” registration necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to Rule 415such Registration Statement; provided that in no event shall the Company be required to file a post-effective amendment to the Registration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, if available. Affiliates of the Holder or transferees of the Holder or (B) The the Company shall use reasonable best efforts to keep each Demand has received written consent therefor from a Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for Statement, other than the resale Holder, Affiliates of the Registrable Securities covered thereby for a period Holder or transferees of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration StatementHolder. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Ai) The Investor At any time, Eclipse Holdings shall have have, to the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to the Company (the a “Holdings Demand Notice”) given ), to require the Company, pursuant to requestthe terms of and subject to the limitations contained in this Agreement, at any time to prepare and from time file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by Eclipse Holdings directly or indirectly by Limited Partners) on the terms and conditions specified in the Holdings Demand Notice, which may include sales on a delayed or continuous basis pursuant to time during such periods when Rule 415 pursuant to a Shelf Registration Statement (a “Holdings Demand Registration”). The Holdings Demand Notice must set forth the number and type of Registrable Securities that Eclipse Holdings anticipates will be included in such Holdings Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “Resale Distribution”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Holdings Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Holdings Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after Eclipse Holdings sends the Holdings Demand Notice. (ii) At any time, any Holder (other than Eclipse Holdings, which shall exercise its demand registration rights pursuant to Section 2(a)(i)) shall have the option and right, exercisable by delivering a written notice to the Company (a “Holder Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities on the terms and conditions specified in the Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statements covering all Statement (a “Holder Demand Registration”). The Holder Demand Notice must set forth the number and type of Registrable Securities that the Initiating Holder anticipates will be included in such Holder Demand Registration and the intended methods of disposition thereof. (iii) Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration for Registrable Securities having an aggregate value of less than $30 million based on the VWAP of such Registrable Securities as of the Investor’s Registrable Securities is or are not existing and effective, that the Company register, under and in accordance with the provisions date of the Securities Act, all or any portion Demand Notice (the “Minimum Amount”). (iv) Within five (5) Business Days of the Registrable Securities designated by the Investor. Upon receipt of a the Demand Notice from the Investor pursuant to this Section 3.12(a)(ii)Notice, the Company shall promptly give written notice of such Demand Notice to all Holders (and in any event other than the Initiating Holder) and, within thirty (30) days thereof (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case, within ninety (90) days thereof), shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice, which Registration Statement shall cover, in addition to the Registrable Securities set forth in the Demand Notice, all of the Registrable Securities that such Holders shall in writing request to be included in the Demand Registration (provided such request is given to the Company within ten (10) days of receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(iv) and includes such information regarding the requesting Holder as is required to be disclosed in connection with such Demand Registration pursuant to Regulation S-K promulgated under the Securities Act). If, following the receipt of written notice from the Company of a Demand Notice, Eclipse Holdings elects to undertake a Resale Distribution to permit its Limited Partners to participate in such Demand Registration, Eclipse Holdings shall promptly send written notice to the Limited Partners participating in the Resale Distribution that specifies the amount of Registrable Securities that Eclipse Holdings anticipates distributing to such Limited Partner in the Resale Distribution, and the Limited Partners may include such Registrable Securities in the Demand Registration if written notice is provided by the Limited Partners to the Company within the time period, and with the required information, set forth in the previous sentence. The Company shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective under the Securities Act until the earlier of (A) one hundred eighty (180) days (or two (2) years if a Shelf Registration Statement is requested) after the Effective Date or (B) the date on which all Registrable Securities covered by such Registration Statement have been sold or cease to be Registrable Securities (the “Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the Selling Stockholders refrain from selling any securities included in such Registration Statement at the request of an underwriter of the Company receives or the Company pursuant to this Agreement. (v) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect: (A) a Demand Registration within ninety (90) days of the closing of any Underwritten Offering, or (B) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities covered by such Demand Notice shall already have become effective under the Securities Act and remains effective under the Securities Act and is sufficient to permit offers and sales of such Registrable Securities on the terms and conditions specified in such Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in such Demand Notice. (vi) file with Subject to Section 2(a)(i), a Selling Stockholder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the SECeffectiveness of the applicable Registration Statement. Upon delivery of a notice by a Selling Stockholder to the effect that the Selling Stockholder is withdrawing Registrable Securities such that the remaining Registrable Securities are below the Minimum Amount, and the Company shall thereafter use its best cease all efforts to cause secure effectiveness of the applicable Registration Statement. (vii) Subject to be declared effective as promptly as practicablethe limitations contained in this Agreement, a the Company shall effect any Demand Registration on such appropriate registration statement on form of the appropriate form for the registration and sale Commission (x) as shall be selected by the Company and (y) as shall be reasonably acceptable to permit the Investor registering disposition of the Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering)disposition specified in the Initiating Holder’s request for such registration; provided, however, that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the total number Demand Registration for any offering and selling of Registrable Securities specified by the Holders in such Demand Notice (a “Demand shall be effected pursuant to an Automatic Shelf Registration Statement”, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Selling Stockholder provides written notice to the Investor registering Company that it intends to effect an offering of all or part of the Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offeringincluded on such Registration Statement, it shall promptly so advise the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (viii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall take all reasonable steps (A) promptly prepare and file or cause to facilitate be prepared and filed (1) such distributionadditional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the actions securities laws of such states as the Selling Stockholders shall reasonably request; provided, however, that no such registration or qualification shall be required pursuant to Section 3.12(c). The managing underwriters in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or would be required to qualify to do business or register as a broker or dealer, and (2) such distribution shall forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be acceptable necessary to apply for listing or to list the Investor registering Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Selling Stockholders to enable the Selling Stockholders to consummate a public sale of such Registrable Securities in such underwritten offering. Any Demand accordance with the intended timing and method or methods of distribution thereof. (ix) In the event a Selling Stockholder transfers Registrable Securities included on a Registration Statement mayand such Registrable Securities remain Registrable Securities following such transfer, at the request of such Selling Stockholder, the Holders submitting the Demand Notice, Company shall amend or supplement such Registration Statement as may be a “shelf” registration necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to Rule 415such Registration Statement; provided that in no event shall the Company be required to file a post-effective amendment to the Registration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Selling Stockholder, if available. Affiliates of the Selling Stockholder or transferees of the Selling Stockholder or (B) The the Company shall use reasonable best efforts to keep each Demand has received written consent therefor from whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for Statement, other than the resale Selling Stockholder, Affiliates of the Registrable Securities covered thereby for a period Selling Stockholder or transferees of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration StatementSelling Stockholder. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor shall have the right, by Upon written notice (the “Demand Notice”) given to the Company, to request, provided at any time and after the date hereof from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all any Holder of the Investor’s Registrable Securities is or are not existing and effective, requesting that Nabisco effect the Company register, registration under and in accordance with the provisions of the Securities Act, Act of any or all or any portion of the Registrable Securities designated held by such Holder, which notice shall specify the Investor. Upon receipt intended method or methods of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii)disposition of such Registrable Securities, the Company Nabisco shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for effect the registration under the Securities Act and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if Nabisco is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering); provided that: (i) with respect to any registration statement filed, or to be filed, pursuant to this Section 3.01, if Nabisco shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the Board of Directors of Nabisco (adopted by the affirmative vote of a majority of the directors not designated by the Holdings Entities) stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Nabisco's reasonable control of any required financial statements, or any other event or condition of similar significance to Nabisco) be significantly disadvantageous (a "Disadvantageous Condition") to Nabisco for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Nabisco shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which Nabisco shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall promptly discontinue use of the prospectus contained in such registration statement and, if so directed by Nabisco, each such Holder will deliver to Nabisco all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing of any such registration statement may not be delayed for a period in excess of six months due to the occurrence of any particular Disadvantageous Condition; (ii) after any Holdings Ownership Reduction, the Holders of Registrable Securities may collectively exercise their rights under this Section 3.01 on not more than three occasions (it being acknowledged that prior to any Holdings Ownership Reduction, there shall be no limit to the number of occasions on which such Holders (other than any Holdings Transferees and their Affiliates (other than Holdings Entities)) may exercise such rights); and (iii) the Holders of Registrable Securities shall not have the right to exercise registration rights pursuant to this Section 3.01 in any six-month period following the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights provided in this Section 3.01. (b) Notwithstanding any other provision of this Agreement to the contrary, a registration requested by a Holder of Registrable Securities pursuant to this Section 3.01 shall not be deemed to have been effected (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (which may be iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities. (c) In the event that any registration pursuant to this Section 3.01 shall involve, in whole or in part, an underwritten offering), the Holders of a majority of the total Registrable Securities to be registered shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering and, in connection with each registration pursuant to this Section 3.01, such Holders may select one counsel to represent all such Holders. (d) Nabisco shall have the right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, Nabisco and any existing or former directors, officers or employees of the Nabisco Entities) in any registration of Registrable Securities requested by the Holders pursuant to paragraph (a) above; provided, that if such Holders are advised in writing (with a copy to Nabisco) by a nationally recognized investment banking firm selected by such Holders (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities in such registration would be likely to have an adverse effect on the price, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be permitted. The Holders with respect to the Registrable Securities to be offered may require that any such additional equity securities be included in the offering proposed by such Holders on the same conditions as the Registrable Securities that are included therein. If the number of Registrable Securities specified requested to be included in a registration statement by the Holders thereof exceeds the number which, in the good faith view of such Demand Notice (a “Demand Registration Statement”). If investment banking firm, can be sold, the Investor registering number shall be allocated pro rata among the requesting Holders on the basis of the relative number of Registrable Securities intends to distribute then held by each such Holder (provided that any Registrable Securities by means number in excess of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the a Holder's request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which reallocated among the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth remaining requesting Holders in Section 3.12(da like manner). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, If at any time and from time the Shelf Registration Statement pursuant to time during such periods when Section 4.01 is not available for the resale of the Registrable Securities, including if for any reason the Company is ineligible to maintain or use a Shelf Registration Statement, the Company shall use reasonable best efforts to (as promptly as reasonably practicable and, in any event, within 60 days in the case of a Registration Statement on Form S-1) following the written request of ▇▇▇▇▇▇ for Registration under the Securities Act of all or Shelf Registration Statements covering all part of the Investor’s Jacobs’ Registrable Securities is or are not existing and effective(a “Demand Request”), that the Company register, under and in accordance file a Registration Statement with the provisions of the Securities Act, all or any portion SEC (a “Demand Registration Statement”) with respect to resales of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii), the Company shall promptly (and in any event within thirty (30) days ▇▇▇▇▇▇’ intended method of the date on which the Company receives such Demand Notice) file with the SECdistribution thereof, and shall, subject to the Company shall thereafter terms of this Article IV, use its reasonable best efforts to cause such Demand Registration Statement to be declared effective under the Securities Act (promptly and, in any event, no later than 60 days after such filing) and, if required, to qualify under the “blue sky” laws of such jurisdictions as promptly as practicable, a registration statement ▇▇▇▇▇▇ or any underwriter reasonably requests; provided that such Demand Registration Statement shall be filed on the an appropriate form under the Securities Act for the registration and sale as type of offering contemplated by ▇▇▇▇▇▇. Each Demand Request shall be selected by specify the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with to be Registered, their aggregate amount, and the intended method or methods of distribution (which thereof. ▇▇▇▇▇▇ agrees to provide the Company with such information in connection with a Demand Request as may be reasonably requested by an underwritten offering), the Company to ensure that the Demand Registration Statement complies with the requirements of the total number Securities Act, including any financial statements or other information of Registrable Securities specified the SpinCo Business relating to any date or any period ending on or prior to the Merger Closing Date to the extent required to be included or incorporated by the Holders reference in such Demand Notice (a “any Demand Registration Statement”)Statement and not already in the possession of the Company. If Notwithstanding anything in this Agreement to the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offeringcontrary, it shall promptly so advise the Company and the Company shall take all reasonable steps only be obligated to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each file and cause up to three Demand Registration Statement filed Statements to be declared effective under the Securities Act pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement4.02. (Cb) The Company shall be entitled deemed to suspend have effected a Demand Registration for purposes of this Section 4.02, Section 4.03(a) and Section 4.04(a) if the use of any effective Demand Registration Statement under becomes effective by the SEC and remains effective until the earlier of (i) 90 days after the effective date or (ii) such time as all Registrable Securities covered by such Registration Statement have been Sold or withdrawn in accordance with this Section 3.12(a)(ii) under 4.02, or if such Registration Statement relates to an Underwritten Offering (as defined below), such longer period as, in the circumstances set forth opinion of outside legal counsel for the underwriter or underwriters, a Prospectus is required by law to be delivered in Section 3.12(d). connection with Sales of Registrable Securities by an underwriter or dealer (D) For the avoidance of doubtapplicable period, the rights “Demand Period”); provided that (i) if, during the Demand Period, such Registration or the successful completion of the relevant Sale is prevented by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, or a Blackout Period or the need to update or supplement the Registration Statement, the Demand Period shall be extended on a day-for-day basis by the number of days such Registration or successful completion is prevented and (ii) no Demand Registration shall be deemed to have been effective for purposes of Section 4.03(a) and Section 4.04(a) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with any Underwritten Offering pursuant to this Section 3.12(a)(ii) shall such Demand Registration are not be exercisable until the Effectiveness Deadlinesatisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by ▇▇▇▇▇▇.

Demand Registration. (A) The Investor A. Each of the Anchor Investors shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Anchor Investors’ Registrable Securities is or are not existing and effective, that the Company register, register under and in accordance with the provisions of the Securities Act, Act all or any portion of the Registrable Securities designated by the such Anchor Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii)Notice, the Company shall promptly (and in any event within thirty ten (3010) Business Days from the date of receipt of such Demand Notice), notify the other Anchor Investor of the receipt of such Demand Notice and allow such other Anchor Investor the opportunity to include Registrable Securities held by such Anchor Investor in the proposed registration by submitting its own Demand Notice. The Company, within 45 days of the date on which the Company receives such earlier Demand Notice) , shall file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor Anchor Investors registering Registrable Securities Securities, in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor Anchor Investors registering Registrable Securities intends intend to distribute any Registrable Securities by means of an underwritten offering, it they shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c3.14(c). The managing underwriters in any such distribution shall be acceptable to selected by the Investor Anchor Investors registering Registrable Securities in such underwritten offeringSecurities. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) B. The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii3.14(a)(2) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B3.14(a)(2)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d3.14(d) occurring with respect to such Demand Registration Statement. (C) C. The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii3.14(a)(2) under the circumstances set forth in Section 3.12(d3.14(d). (D) D. For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii3.14(a)(2) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (A) The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that the Company register, under and in accordance with the provisions of the Securities Act, all or any portion of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii3.13(a)(ii), the Company shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its reasonable best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c3.13(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii3.13(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B3.13(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d3.13(d) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii3.13(a)(ii) under the circumstances set forth in Section 3.12(d3.13(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii3.13(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor shall have the rightSubject to Section 5 hereof, by written notice (the “Demand Notice”) given to the Company, to request, if at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that any Holder shall request the Company register, in writing to register under and in accordance with the provisions of the Securities Act, Act all or any portion a part of the Registrable Securities designated held by the Investor. Upon receipt of such Holder (a "Demand Notice from the Investor pursuant to this Section 3.12(a)(iiRegistration"), the Company shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best all reasonable efforts to cause to be filed and declared effective as promptly soon as practicable, reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement statement, on the such appropriate form as the Company in its discretion shall determine, providing for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering of all such Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number such Holder. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities specified by for so long as the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Holder whose Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it are included therein shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c)request. The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts be obligated to keep each Demand Registration Statement file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 3.12(a)(ii2(a) continuously effective and usable for is hereinafter referred to as a "Demand Registration Statement." (b) The Company agrees(i), unless it obtains the resale prior written consent of Hay, not to effect any public or private sale, distribution or purchase of any of its securities which are the same as or similar to the Registrable Securities, including a sale pursuant to Regulation D under the Securities covered thereby Act, during the 15-day period prior to, and during the 45-day period beginning on, the closing date of each underwritten offering under any Demand Registration Statement, and (ii) to use reasonable efforts to cause each holder of its securities purchased from the Company, at any time on or after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 under the Securities Act. (c) The Company may postpone for a reasonable period of one hundred eighty (180) days from time, not to exceed 60 days, the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain filing or the effectiveness of any Demand Registration Statement shall be extended if the Board of Directors of the Company in good faith determines that (A) such registration might have a material adverse effect on any plan or proposal by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring Company with respect to such Demand Registration Statementany financing, acquisition, recapitalization, reorganization or other material transaction, or (B) the Company is in possession of material non-public information that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or in progress or in other material adverse consequences to the Company. (Cd) The Company shall If at any time any Holder of Registrable Securities to be entitled to suspend the use of any effective covered by a Demand Registration Statement under this Section 3.12(a)(iidesires to sell Registrable Securities in an underwritten offering, such Holder shall have the right to select any nationally recognized investment banking firm(s) under to administer the circumstances set forth in Section 3.12(d). (D) For offering, subject to the avoidance approval of doubtthe Company, the rights provided pursuant to this Section 3.12(a)(ii) which approval shall not be exercisable until unreasonably withheld, and the Effectiveness DeadlineCompany shall enter into underwriting agreements with the underwriter(s) of such offering, which agreements shall contain such representations and warranties by the Company, and such other terms, conditions and indemnities as are at the time customarily contained in underwriting agreements for similar offerings.

Demand Registration. At any time after the expiration of any applicable lock-up period agreed to by any Holder with the Managing Underwriter in connection with the IPO (A) The Investor shall have or if such lock-up period is waived by such Managing Underwriter, from and after such earlier date), upon the right, by written notice request (the a “Demand Notice”) given by a Holder or Holders collectively owning at least 250,000 of the then outstanding Registrable Securities, subject to adjustment pursuant to Section 3.04, the Partnership shall file with the Commission, as soon as reasonably practicable, but in no event more than 60 days following the receipt of the Notice, a registration statement under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities. Each Registration Statement shall be on (i) Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the Company, to request, at any time offer and sale of securities from time to time during such periods when (a “Shelf Registration Statement Statement”), or Shelf Registration Statements covering all of (ii) if the Investor’s Registrable Securities Partnership is not then eligible to file on Form ▇-▇, ▇▇▇▇ ▇-▇ or are not existing and effective, that the Company register, another form pursuant to any other rule or regulation promulgated under and in accordance with the provisions of the Securities Act, all or any portion of the Registrable Securities designated successor rule that may be adopted by the InvestorCommission. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii), the Company The Partnership shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as promptly soon as practicable, a registration statement on reasonably practicable after the appropriate form initial filing of the Registration Statement. Any Registration Statement shall provide for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable resale pursuant to the Investor registering Registrable Securities in accordance with the intended any method or combination of methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified legally available and requested by the Holders in of any and all Registrable Securities covered by such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company Partnership shall use its commercially reasonable best efforts to keep cause each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) 2.01 to be continuously effective effective, supplemented and usable amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares by such Demand Registration Statement effective, have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as such period to form in all material respects with all applicable requirements of the Securities Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. There shall be no limit on the number of Registration Statements that may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration StatementHolders hereunder. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor shall have the right, by written notice (the “Demand Notice”) given Subject to the Companylimitations contained in this Section 3, to requestat any time following the 30 month anniversary of the date of the closing of the Purchase Agreement, the Investor may at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, request that the Company register, under and in accordance with the provisions of the Securities Act, register for sale all or any portion of its Registrable Securities under the Securities Act in connection with an Underwritten Offering by sending the Company a written request setting forth such request and specifying the number of Registrable Securities required to be registered and the intended method of disposition (any such registration being referred to herein as a “Demand Registration”); provided that the minimum number of Registrable Securities to be registered on behalf of the Investor in any Demand Registration must be equal to at least (i) 33.3% of the Registrable Securities designated held by the Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii), the Company shall promptly (and in any event within thirty (30on an as converted basis) days of on the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”)hereof. If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided Investor’s right to Demand Registration includes, without limitation, the right to require registration of an underwritten public offering of Registrable Securities (an “Underwritten Offering”) or the right to require the filing of a preliminary and final prospectus supplement to the extent that a Shelf Registration Statement is then effective. However, the registration of shares of Common Stock pursuant to any continuous offering of Registrable Securities pursuant to Rule 415 promulgated under the Securities Act (a “Shelf Offering”) shall be governed by Section 2 hereof. (b) Subject to the limitations contained in this Section 3, upon the receipt by the Company of a written request for a Demand Registration pursuant to Section 3(a), the Company shall cause a Registration Statement on Form S-3 (or, if the Company is not then eligible to register the Shares for resale on Form S-3, on another appropriate form in accordance with the Securities Act) to be filed within sixty (60) days after the date on which the initial request is given (provided, however, that no filing of a Demand Registration shall be made earlier than the 36 month anniversary of the date of the closing of the Purchase Agreement) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter covering all of the Registrable Securities requested to be registered in the Demand Registration. The Company shall not be required to effect more than three (3) Demand Registrations pursuant to this Section 3.12(a)(ii3. Any registration initiated as a Demand Registration pursuant to Section 3(a) shall not be exercisable count as a Demand Registration unless and until the Effectiveness DeadlineRegistration Statement with respect to such registration shall have become effective. (c) The Company shall not be obligated to effect any Demand Registration within one-hundred eighty (180) days after the effective date of a previous Demand Registration or a previous registration in which the Investor was given Piggyback Registration rights. The Company may postpone the filing or effectiveness of a Registration Statement for a Demand Registration (i) for up to ninety (90) days if the Company, in good faith, determines that such Demand Registration would reasonably be expected to result in an Adverse Disclosure or (ii) for up to ninety (90) days, if the Company, in good faith, intends to conduct a primary offering of Common Stock within ninety (90) days of the proposed Demand Registration; provided, that in such event the Investor shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses in connection with such registration. (d) The Investor may withdraw its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of notice from the Investor to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement and such registration shall nonetheless be deemed a Demand Registration hereunder unless the withdrawal is made after a material adverse change to the Company or after notice of a postponement based on an Adverse Disclosure pursuant to Section 3(c). (e) In the case of any Demand Registration that relates to an Underwritten Offering, the Investor shall select the investment banking firms as the Investor and Company may mutually agree to act as the managing underwriter or underwriters in connection with such Underwritten Offering.

Demand Registration. (Ai) The Investor At any time after the 180th day after the Closing Date, any Holder that holds Registrable Securities (the “Initiating Holder”) shall have the option and right, exercisable by delivering a written notice to the Partnership (the a “Demand Notice”) given ), to require the Partnership to, pursuant to the Companyterms and subject to the limitations set forth in this Agreement, to request, at any time prepare and from time to time during such periods when file with the Commission a Shelf Registration Statement or Shelf Registration Statements covering all registering the offering and sale of the Investor’s number and type of Registrable Securities is or are not existing and effective, that on the Company register, under and terms set forth in accordance with the provisions of the Securities Act, all or any portion of the Registrable Securities designated by the InvestorDemand Notice (a “Demand Registration”). Upon receipt of a Demand Notice from any Initiating Holder (the Investor “Initiating Holder”), the Partnership shall file with the Commission as promptly as reasonably practicable a Registration Statement providing for the offer and sale of the Registrable Securities identified in such Demand Notice, which Registration Statement may, at the option of the Initiating Holder, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. The Partnership shall have the right to elect that any Demand Registration be made pursuant to a Shelf Registration Statement. The Partnership shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein for not less than six months following such Registration Statement’s effective date or such shorter period when all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, that the Partnership shall not be required to effect the Registration of Registrable Securities pursuant to this Section 3.12(a)(ii2(a) unless at least an aggregate of Registrable Securities (as adjusted to reflect splits, combinations, dividends and recapitalizations) are offered or the Registrable Securities are offered at an aggregate proposed offering price of not less than $30 million. In the event the Partnership receives a Demand Notice from one or more Holders request that satisfies the conditions set forth in the immediately preceding sentence, the Partnership shall retain such underwriters and bookrunning managers as are mutually agreed by the Partnership and the Selling Holders in order to permit such Selling Holders to offer and sell the Registrable Securities set forth in the Demand Notice through an Underwritten Offering. The Partnership and such Selling Holders shall enter into an underwriting agreement in customary form and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions set forth in the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement or as the General Partner may determine is reasonably necessary to effect such Underwritten Offering. Any Holder may withdraw from such Underwritten Offering by notice to the Partnership and the managing underwriter, provided such notice is delivered prior to the launch of such Underwritten Offering. (ii) Within five (5) Trading Days of the Partnership’s receipt of a Demand Notice, the Partnership shall give written notice of such Demand Notice to all Holders eligible to participate in the Demand Registration pursuant to this Section 2(a) (the “Demand Eligible Holders”). and shall, subject to the limitations of this Section 2(a), as promptly as is reasonably practicable, file a Registration Statement covering all of the Registrable Securities that the Demand Eligible Holders shall in writing request (such request to be given to the Partnership within five (5) Trading Days of receipt of such notice of the Demand Notice given by the Partnership pursuant to this Section 2(a)(ii)) to be included in such Demand Registration as directed by the Initiating Holder in the Demand Notice. (iii) Subject to the other limitations contained in this Agreement, the Partnership is not obligated hereunder to effect more than (A) one (1) Demand Registration on Form S-1 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period and (B) two (2) Demand Registrations on Form S-3 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period. (iv) Notwithstanding any other provision of this Section 2(a), the Company Partnership shall promptly not be required to effect a registration or file a Registration Statement pursuant to this Section 2(a), and may suspend the use of an effective Registration Statement: (and in any event within thirty A) during the period starting with the date that is sixty (3060) days prior to the General Partner’s good faith estimate of the date on which the Company receives such Demand Notice) file with the SECof filing of, and ending on the Company shall thereafter use its best date that is ninety (90) days after the effective date of, a Partnership-initiated registration that is approved by the board of directors of the General Partner, provided that the Partnership is actively employing commercially reasonable efforts to cause such registration statement to become effective; (B) for a period of up to ninety (90) days after the date a Demand Notice is received by the Partnership pursuant to this Section 2(a) if the General Partner determines that the Partnership’s compliance with its obligations under this Agreement would be detrimental to the Partnership because such registration would be reasonably likely to (x) materially interfere with a significant acquisition, financing, merger, reorganization or other similar transaction involving the Partnership or otherwise have a material adverse effect on the Partnership, (y) require disclosure of material information that the Partnership has a bona fide business purpose for preserving as confidential or (z) render the Partnership unable to comply with requirements under applicable securities laws (any such period, a “Suspension Period”); provided, however, that in no event shall the Partnership postpone or defer any Demand Registration pursuant to this Section 2(a)(iv) for more than an aggregate of one hundred and eighty (180) days in any twelve (12) month period. (v) Notwithstanding any other provision of this Section 2(a), in the event that the managing underwriter of an Underwritten Offering advises the Partnership and the Demand Eligible Holders in writing that, in such managing underwriter’s opinion, the inclusion of all or some Registrable Securities of Demand Eligible Holders in a subject Registration Statement would have a material adverse effect on the timing or success of the Underwritten Offering (including the price received for the securities to be declared effective as promptly as practicableoffered in such Underwritten Offering), the total number of Registrable Securities of each Demand Eligible Holder that shall be included in such Underwritten Offering shall be reduced on a registration statement Pro Rata basis until the total number of Registrable Securities offered in such Underwritten Offering will not, in the opinion of the managing underwriter, have such a material adverse effect. Any Registrable Securities excluded or withdrawn from such Underwritten Offering shall be withdrawn from the registration. (vi) The Partnership may include in any such Demand Registration other Partnership Securities for sale for its own account or for the account of any other Person; provided that if the managing underwriter for the offering determines that the number of Partnership Securities proposed to be offered in such offering would have a material adverse effect on the timing or success of such offering (including the price received for the securities to be offered in such offering), then the Registrable Securities to be sold by the Demand Eligible Holders shall be included in such registration before any Partnership Securities proposed to be sold for the account of the Partnership or any other Person. Any such Registrable Securities to be offered in such offering shall be allocated among the Demand Eligible Holders on a Pro Rata basis. (vii) Subject to the limitations contained in this Agreement, the Partnership shall effect any Demand Registration on Form S-3 (except if the Partnership is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such Demand Registration shall be effected on another appropriate form for such purpose pursuant to the Securities Act) and if the Partnership becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities through a firm commitment underwriting shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Partnership); provided, however, that if at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Partnership that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Partnership will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (viii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Partnership shall, (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Demand Eligible Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and sale (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as shall may be selected necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be necessary or appropriate or reasonably requested by the Company and as shall be reasonably acceptable Demand Eligible Holders to the Investor registering enable such Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (which may be by an underwritten offeringix) In the event a Holder transfers Registrable Securities included on a Registration Statement in accordance with Section 7(e), of the total number of and such Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering remain Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate following such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement maytransfer, at the request of such Holder, the Holders submitting the Demand Notice, Partnership shall amend or supplement such Registration Statement as may be a “shelf” registration necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (Cx) The Company Partnership shall be entitled use commercially reasonable efforts to suspend become eligible to use Form S-3 and, after becoming eligible to use Form S-3, shall use commercially reasonable efforts to remain eligible to use Form S-3, including by timely filing all reports with the use Commission and meeting the other requirements of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d)Exchange Act. (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Ai) The Investor At any time after the Effective Date, any Holder that holds Registrable Securities (the “Initiating Holder”) shall have the option and right, exercisable by delivering a written notice to the Company (the a “Demand Notice”) given ), to require the Company to, pursuant to the Companyterms and subject to the limitations set forth in this Agreement, to request, at any time prepare and from time to time during such periods when file with the Commission a Shelf Registration Statement or Shelf Registration Statements covering all registering the offering and sale of the Investor’s number and type of Registrable Securities is or are not existing and effective, that on the Company register, under and terms set forth in accordance with the provisions of the Securities Act, all or any portion of the Registrable Securities designated by the InvestorDemand Notice (a “Demand Registration”). Upon receipt of a Demand Notice from any Initiating Holder (the Investor pursuant to this Section 3.12(a)(ii“Initiating Holder”), the Company shall file with the Commission as promptly (as reasonably practicable a Registration Statement providing for the offer and in any event within thirty (30) days sale of the Registrable Securities identified in such Demand Notice, which Registration Statement may, at the option of the Initiating Holder, be a Registration Statement that provides for the resale of the Registrable Securities from time to time pursuant to Rule 415 under the Securities Act in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice. The Company shall have the right to elect that any Demand Registration be made pursuant to a Shelf Registration Statement. The Company shall use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable after the initial filing of the Registration Statement and to remain effective and available for the resale of the Registrable Securities by the Selling Holders named therein for not less than six months following such Registration Statement’s effective date on which or such shorter period when all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, that the Company shall not be required to effect the registration of Registrable Securities pursuant to this Section 2(a) unless at least an aggregate of 1,500,000 Registrable Securities (as adjusted to reflect splits, combinations, dividends and recapitalizations) are offered or the Registrable Securities are offered at an aggregate proposed offering price of not less than $30 million. In the event the Company receives such a Demand Notice) file with Notice from one or more Holders request that satisfies the SECconditions set forth in the immediately preceding sentence, and the Company shall thereafter use its best efforts to cause to be declared effective retain such underwriters and bookrunning managers as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected are mutually agreed by the Company and the Selling Holders in order to permit such Selling Holders to offer and sell the Registrable Securities set forth in the Demand Notice through an Underwritten Offering. The Company and such Selling Holders shall enter into an underwriting agreement in customary form and take all reasonable actions as are requested by the managing underwriters to facilitate the Underwritten Offering and sale of Registrable Securities therein. No Holder may participate in the Underwritten Offering unless it agrees to sell its Registrable Securities covered by the Registration Statement on the terms and conditions set forth in the underwriting agreement and completes and delivers all necessary documents and information reasonably required under the terms of such underwriting agreement or as the General Partner may determine is reasonably necessary to effect such Underwritten Offering. Any Holder may withdraw from such Underwritten Offering by notice to the Company and the managing underwriter, provided such notice is delivered prior to the launch of such Underwritten Offering. (ii) Within five (5) Trading Days of the Company’s receipt of a Demand Notice, the Company shall give written notice of such Demand Notice to all Holders eligible to participate in the Demand Registration pursuant to this Section 2(a) (the “Demand Eligible Holders”). and shall, subject to the limitations of this Section 2(a), as promptly as is reasonably practicable, file a Registration Statement covering all of the Registrable Securities that the Demand Eligible Holders shall in writing request (such request to be given to the Company within five (5) Trading Days of receipt of such notice of the Demand Notice given by the Company pursuant to this Section 2(a)(ii)) to be included in such Demand Registration as directed by the Initiating Holder in the Demand Notice. (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect more than (A) one (1) Demand Registration on Form S-1 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period and (B) two (2) Demand Registrations on Form S-3 (or any equivalent or successor form under the Securities Act) in any twelve (12) month period. (iv) Notwithstanding any other provision of this Section 2(a), the Company shall not be required to effect a registration or file a Registration Statement pursuant to this Section 2(a), and may suspend the use of an effective Registration Statement: (A) during the period starting with the date that is sixty (60) days prior to the General Partner’s good faith estimate of the date of filing of, and ending on the date that is ninety (90) days after the effective date of, a Company-initiated registration that is approved by the board of directors of the General Partner, provided that the Company is actively employing commercially reasonable efforts to cause such registration statement to become effective; (B) for a period of up to ninety (90) days after the date a Demand Notice is received by the Company pursuant to this Section 2(a) if the General Partner determines that the Company’s compliance with its obligations under this Agreement would be detrimental to the Company because such registration would be reasonably likely to (x) materially interfere with a significant acquisition, financing, merger, reorganization or other similar transaction involving the Company or otherwise have a material adverse effect on the Company, (y) require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) render the Company unable to comply with requirements under applicable securities laws (any such period, a “Suspension Period”); provided, however, that in no event shall the Company postpone or defer any Demand Registration pursuant to this Section 2(a)(iv) for more than an aggregate of one hundred and eighty (180) days in any twelve (12) month period. (v) Notwithstanding any other provision of this Section 2(a), in the event that the managing underwriter of an Underwritten Offering advises the Company and the Demand Eligible Holders in writing that, in such managing underwriter’s opinion, the inclusion of all or some Registrable Securities of Demand Eligible Holders in a subject Registration Statement would have a material adverse effect on the timing or success of the Underwritten Offering (including the price received for the securities to be offered in such Underwritten Offering), the total number of Registrable Securities of each Demand Eligible Holder that shall be reasonably acceptable included in such Underwritten Offering shall be reduced on a Pro Rata basis until the total number of Registrable Securities offered in such Underwritten Offering will not, in the opinion of the managing underwriter, have such a material adverse effect. Any Registrable Securities excluded or withdrawn from such Underwritten Offering shall be withdrawn from the registration. (vi) The Company may include in any such Demand Registration other Company Securities for sale for its own account or for the account of any other Person; provided that if the managing underwriter for the offering determines that the number of Company Securities proposed to be offered in such offering would have a material adverse effect on the timing or success of such offering (including the price received for the securities to be offered in such offering), then the Registrable Securities to be sold by the Demand Eligible Holders shall be included in such registration before any Company Securities proposed to be sold for the account of the Company or any other Person. Any such Registrable Securities to be offered in such offering shall be allocated among the Demand Eligible Holders on a Pro Rata basis. (vii) Subject to the Investor registering limitations contained in this Agreement, the Company shall effect any Demand Registration on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such Demand Registration shall be effected on another appropriate form for such purpose pursuant to the Securities Act) and if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities through a firm commitment underwriting shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company); provided, however, that if at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (viii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall, (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Demand Eligible Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be necessary or appropriate or reasonably requested by the Demand Eligible Holders to enable such Holders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof. (which may be by an underwritten offeringix) In the event a Holder transfers Registrable Securities included on a Registration Statement in accordance with Section 7(e), of the total number of and such Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering remain Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate following such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement maytransfer, at the request of such Holder, the Holders submitting the Demand Notice, Company shall amend or supplement such Registration Statement as may be a “shelf” registration necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to Rule 415, if availablesuch Registration Statement. (Bx) The Company shall use commercially reasonable best efforts to keep each Demand Registration Statement filed pursuant become eligible to this Section 3.12(a)(ii) continuously effective use Form S-3 and, after becoming eligible to use Form S-3, shall use commercially reasonable efforts to remain eligible to use Form S-3, including by timely filing all reports with the Commission and usable for meeting the resale other requirements of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration StatementExchange Act. (Cxi) The Company shall Whenever an Underwritten Offering has been initiated, each Holder participating in such Underwritten Offering shall, if applicable, cause such Registrable Securities to be entitled to suspend redeemed or exchanged for Class A Shares in accordance with the use terms of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d)HESM Agreement before or substantially concurrently with the sale of such Registrable Securities. (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor shall have Following the rightLock-up Release Date, by written notice (the “Demand Notice”) given to the Company, to request, if at any time and from time the Shelf Registration Statement pursuant to time during such periods when Section 6.01 is not available for the resale of the Registrable Securities, including if for any reason the Company is ineligible to maintain or use a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effectiveStatement, that the Company registershall use reasonable best efforts to (as promptly as reasonably practicable and, in any event, within (i) 45 days in the case of a Registration Statement on Form S-3 or (ii) 60 days in the case of a Registration Statement on Form S-1) following the written request of Sponsor Stockholder for Registration under and in accordance with the provisions of the Securities Act, Act of all or any portion part of the Registrable Securities designated by (a “Demand Request”), file a Registration Statement with the Investor. Upon receipt SEC (a “Demand Registration Statement”) with respect to resales of a Demand Notice from the Investor Registrable Securities pursuant to this Section 3.12(a)(ii), the Company shall promptly (and in any event within thirty (30) days Sponsor Stockholder’s intended method of the date on which the Company receives such Demand Notice) file with the SECdistribution thereof, and shall, subject to the Company shall thereafter terms of this Article VI, use its reasonable best efforts to cause such Demand Registration Statement to be declared effective under the Securities Act (promptly and, in any event, no later than 60 days after such filing) and, if required, to qualify under the “blue sky” laws of such jurisdictions as promptly as practicableSponsor Stockholder or any underwriter reasonably requests; provided that such Demand Registration Statement shall be filed on (A) Form S-3, a registration statement on if the Company is then S-3 Eligible, or (B) any other appropriate form under the Securities Act for the registration and sale as shall be selected type of offering contemplated by Sponsor Stockholder, if the Company and as is not then S-3 Eligible. Each Demand Request shall be reasonably acceptable to specify the Investor registering Registrable Securities in accordance with to be Registered, their aggregate amount, and the intended method or methods of distribution (which thereof. Sponsor Stockholder agrees to provide the Company with such information in connection with a Demand Request as may be reasonably requested by an underwritten offering), the Company to ensure that the Demand Registration Statement complies with the requirements of the total number of Registrable Securities specified by Act. Notwithstanding anything in this Agreement to the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offeringcontrary, it shall promptly so advise the Company and the Company shall take all reasonable steps only be obligated to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each file and cause up to three Demand Registration Statement filed Statements to be declared effective under the Securities Act within any 365-day period pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement6.02. (Cb) The Company shall be entitled deemed to suspend have effected a Demand Registration for purposes of this Section 6.02, Section 6.03(a) and Section 6.04(a) if the use of any effective Demand Registration Statement under becomes effective by the SEC and remains effective until the earlier of (i) 90 days after the effective date or (ii) such time as all Registrable Securities covered by such Registration Statement have been sold or withdrawn in accordance with this Section 3.12(a)(ii) under 6.02, or if such Registration Statement relates to an Underwritten Offering (as defined below), such longer period as, in the circumstances set forth opinion of outside legal counsel for the underwriter or underwriters, a Prospectus is required by law to be delivered in Section 3.12(d). connection with sales of Registrable Securities by an underwriter or dealer (D) For the avoidance of doubtapplicable period, the rights “Demand Period” ); provided that (i) if, during the Demand Period, such Registration or the successful completion of the relevant sale is prevented by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, or a Blackout Period or the need to update or supplement the Registration Statement, the Demand Period shall be extended on a day-for-day basis by the number of days such Registration or successful completion is prevented and (ii) no Demand Registration shall be deemed to have been effective for purposes of Section 6.03(a) and Section 6.04(a) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with any Underwritten Offering pursuant to this Section 3.12(a)(ii) shall such Demand Registration are not be exercisable until the Effectiveness Deadlinesatisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by Sponsor Stockholder.

Demand Registration. (Ai) The Investor At any time after the expiration of the Lock-Up Period, any Sponsoring Holder shall have the option and right, exercisable by delivering a written notice to the Company (the a “Demand Notice”) given ), to require the Company to, pursuant to the Companyterms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to request, at any time and from time Rule 415 pursuant to time during such periods when a Shelf Registration Statement (a “Demand Registration”). The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Registrable Securities of the Sponsoring Holder and its Affiliates to be included therein have an aggregate value, based on the VWAP as of the date of the Demand Notice, of at least $50 million (the “Minimum Amount”). (ii) Within fifteen Business Days after the receipt of the Demand Notice (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, within forty-five days thereof), the Company shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice. The Company shall use all commercially reasonable efforts to cause such Registration Statement to become and remain effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”). (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration within 90 days after the closing of any Underwritten Offering, or Shelf (B) a subsequent Demand Registration Statements pursuant to a Demand Notice if a Registration Statement covering all of the Investor’s Registrable Securities held by the Initiating Holder shall have become and remains effective under the Securities Act and is or are not existing sufficient to permit offers and effective, that sales of the Company register, under number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the provisions intended timing and method or methods of distribution thereof specified in the Securities ActDemand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for its entire Effectiveness Period, in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. (iv) A Holder may withdraw all or any portion of the its Registrable Securities designated by included in a Demand Registration from such Demand Registration at any time prior to the Investoreffectiveness of the applicable Registration Statement. Upon receipt of a Demand Notice notice from the Investor pursuant Initiating Holder that the Initiating Holder is withdrawing all of its Registrable Securities from the Demand Registration or a notice from a Holder to this Section 3.12(a)(ii)the effect that the Holder is withdrawing an amount of its Registrable Shares such that the remaining amount of Registrable Shares to be included in the Demand Registration is below the Minimum Amount, the Company shall promptly cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration nonetheless shall be deemed a Demand Registration with respect to the Initiating Holder for purposes of Section 2(a)(iii) unless (A) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities the Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (B) the withdrawal is made following the occurrence of a Material Adverse Change or pursuant to the Company’s request for suspension pursuant to Section 3(o). (v) The Company may include in any event within thirty (30) days of the date on which the Company receives such Demand NoticeRegistration other Company Securities for sale for its own account or for the account of any other Person, subject to Section 3(c)(iii). (vi) file with Subject to the SEClimitations contained in this Agreement, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a effect any Demand Registration on such appropriate registration statement on form of the appropriate form for the registration and sale Commission (A) as shall be selected by the Company and (B) as shall be reasonably acceptable to permit the Investor registering disposition of the Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering)disposition specified in the Demand Notice; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the total number Demand Registration for any offering and selling of Registrable Securities specified shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place. (vii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders in to enable the Holders to consummate a public sale of such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand accordance with the intended timing and method or methods of distribution thereof. (viii) In the event a Holder transfers Registrable Securities included on a Registration Statement mayand such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Holders submitting the Demand Notice, Company shall amend or supplement such Registration Statement as may be a “shelf” registration necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to Rule 415such Registration Statement; provided that in no event shall the Company be required to file a post-effective amendment to the Registration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, if available. Affiliates of the Holder or transferees of the Holder or (B) The the Company shall use reasonable best efforts to keep each Demand has received written consent therefor from a Person for whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for Statement, other than the resale Holder, Affiliates of the Registrable Securities covered thereby for a period Holder or transferees of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration StatementHolder. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (i) Commencing on the earlier of (A) The Investor three years following the Effective Date and (B) six months following the closing date of an Initial Public Offering, subject to the provisions of Section 4(a) and the last paragraph of Section 5, the Evercore Entities shall have the rightright to make four written requests (each, by written notice (the “Demand Notice”a "DEMAND") given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that on the Company register, under and in accordance with the provisions of the Securities Act, all or any portion of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii), cause the Company shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter to use its best commercially reasonable efforts to file and cause to be declared effective a Registration Statement on the then appropriate form under the Securities Act with respect to the Eligible Common Stock, provided that the expected offering price of the Eligible Common Stock requested to be registered is at least $50 million for an Initial Public Offering or $20 million for a Registration Statement subsequent to an Initial Public Offering, and provided, further, that the Evercore Entities shall use reasonable efforts to sell such Eligible Common Stock requested to be registered. This Section 3(a)(i) shall be applicable for so long as promptly as practicablethe Eligible Common Stock cannot be freely transferred pursuant to Rule 144 under the Securities Act without the imposition of volume, manner of sale and holding period limitations. (ii) Each Demand will set forth the number of shares of Eligible Common Stock proposed to be sold by the Evercore Entities and the intended method of distribution of such shares. (iii) In the case of an underwritten public offering of Eligible Common Stock to be so registered pursuant to a registration statement on under this Section 3(a), if the appropriate form for managing underwriter advises the Evercore Entities and the Company in its opinion that the inclusion in such registration and sale as shall of some or all of such Common Stock requested to be selected registered (including without limitation, Common Stock to be registered by the Company and included pursuant to incidental or "piggyback" rights heretofore or hereafter granted by the Company to Persons other than the Evercore Entities) exceeds the number which can be sold in such offering without a significant adverse effect on the price, timing or distribution of the Common Stock offered (a "Significant Adverse Effect"), the number of Common Stock to be included in such registration will be reduced as set forth below: (A) First, the number of shares of Common Stock requested to be included in such registration by the Evercore Entities shall be reasonably acceptable included in such registration, except, in the event that the number of shares of Common Stock requested to be included in such registration by the Evercore Entities exceeds the number which, in the opinion of such managing underwriter, can be sold, then the Company will include in such registration such lesser number of registrable securities which is equal to the Investor registering Registrable number which, in the opinion of the managing underwriter, can be sold by the Evercore Entities; and (B) After all Common Stock requested to be included in such registration by the Evercore Entities have been so included, the number of shares of Common Stock requested to be included in such registration by all parties exercising "piggyback" rights shall be so included, except, if the number of shares of Common Stock included as a result of parties exercising "piggyback" rights exceeds the number which, in the opinion of the managing underwriter can be sold without causing a Significant Adverse Effect, the shares of Common Stock that the managing underwriter recommends can be included as Piggyback Securities in the Registration Statement without causing a Significant Adverse Effect shall be allocated pro rata among the persons requesting inclusion of Piggyback Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total relative number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends shares of Common Stock each person has requested to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availablesold. (Biv) The Company shall use reasonable best efforts If (A) any offering or sale of Common Stock by the Evercore Entities pursuant to keep each Demand a Registration Statement filed pursuant is not consummated due to (1) any material failure by the Company to perform its obligations under this Section 3.12(a)(iiAgreement or a material adverse change in its financial position or business or (2) continuously effective and usable for the resale of withdrawal by the Registrable Securities covered thereby for a period of one hundred eighty (180) days from Evercore Entities at any time before or after the date on which the SEC declares such Demand Registration Statement has become effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which and the Company is required to maintain Evercore Entities pay the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances registration expenses set forth in Section 3.12(d). 6, or (DB) For 20% or more of Eligible Common Stock sought to be registered by the avoidance of doubt, the rights provided Evercore Entities pursuant to any registration under this Section 3.12(a)(ii3(a) shall not be exercisable until excluded from such registration by reason of the Effectiveness Deadline.opinion of the managing underwriter that such inclusion would significantly adversely affect the price at which the securities can be sold, then the Demand with respect to which such Registration

Demand Registration. (Ai) The Investor shall have the right, by written notice A Holder or Holders may request (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of time, after the Investor’s Registrable Securities is or are not existing and effective, Company completes an IPO) by written notice delivered to the Company that the Company register, register under and in accordance with the provisions of the Securities Act, Act all or any portion of the Registrable Securities designated then held by such Holder or Holders and their affiliates for sale in the Investormanner specified in such notice (including, but not limited to, in an underwritten public offering). Upon In each such case, such notice shall specify the number of Registrable Securities for which registration is requested and the proposed manner of disposition of such securities. Within ten (10) Business Days after receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii)such notice, the Company shall promptly notify the Holder(s) requesting registration of (A) the proposed filing date of the registration statement and in (B) such other information concerning the offering as any event within Holder may have reasonably requested. If any Holder(s) shall have requested that such offering be underwritten, the managing underwriter for such offering shall be chosen by such Holders, with the consent of the Company (which consent shall not be unreasonably withheld or delayed), not less than thirty (30) days prior to the proposed filing date stated in the Company’s notice. On or before the thirtieth (30th) day prior to such anticipated filing date, any Holder may give written notice to the Company and the managing underwriter specifying (A) the number of shares of Registrable Securities of such Holder that are to be included in the underwriting and/or (B) the number of shares of Registrable Securities of such Holder that are to be registered pursuant to such registration statement and sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings in reasonably similar circumstances, regardless of the date on which method of disposition originally specified in the applicable request for registration. Notwithstanding anything to the contrary contained herein, the obligation of the Company receives such Demand Noticeto file a shelf registration statement shall be subject to the terms of any lockup agreement applicable to the Company under the terms of the underwriting agreement entered into in connection with the initial public offering of Common Stock by the Company. (ii) The Company shall use all commercially reasonable efforts to file with the SEC, and SEC within forty-five (45) days (thirty (30) days if the Company shall thereafter may use its best efforts a Registration Statement on Form S-3 to cause register such Registrable Securities) after the Company’s receipt of written notice from a Holder or Holders pursuant to be declared effective as promptly as practicableSection 2(a)(i), a registration statement on the appropriate form for the registration public offering and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities sale, in accordance with the intended method or methods of distribution (which may be disposition specified by an underwritten offeringsuch Holder(s), of the total number of Registrable Securities specified by the Holders in such Demand Notice notice, and thereafter use all commercially reasonable efforts to cause such registration statement to become effective as soon as practicable, but in any event within sixty (a “Demand Registration Statement”)60) days after its filing. If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise Such registration statement may be on Form S-1 or another appropriate form (including Form S-3) that the Company is eligible to use and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be that is reasonably acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415managing underwriter, if availableany. (Biii) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which If the Company is required to maintain use commercially reasonable efforts to register Registrable Securities in a registration initiated upon the effectiveness demand of any Demand Registration Statement shall a Holder or Holders pursuant to Section 2(a)(i) of this Agreement and the managing underwriters for such offering advise the Company in writing (with a copy to the Holder(s) demanding the registration) that the inclusion of all Registrable Securities and other securities sought to be extended by registered may interfere with an orderly sale and distribution of or may materially adversely affect the price of such offering, then the Company will include in such offering (x) first, the aggregate number of days of all suspension periods Registrable Securities requested to be included by the Holder(s) pursuant to Section 3.12(d2(a)(i) occurring with respect which the managing underwriters advise will not likely have such effect, allocated pro rata based on the number of such Registrable Securities duly requested to be included in such Demand Registration Statementregistration, (y) second, the Registrable Securities sought to be included in such registration pursuant to Article 3, allocated pro rata based on the number of such Registrable Securities duly requested to be included in such registration and (z) third, all other securities requested to be included in such registration. (Civ) The Upon the demand of a Holder or Holders made at any time and from time to time, the Company shall be entitled to suspend the use will facilitate a “takedown” of shares of Common Stock off of an effective shelf registration statement on Form S-3 (or any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(dsuccessor form thereto). (Dv) For Upon the avoidance demand of doubta Holder or Holders, the rights provided Company will file and seek the effectiveness of a post-effective amendment to an existing shelf registration statement on Form S-3 (or any successor form thereto) in order to register up to the number of shares previously taken down off of such shelf by such Holder(s) and not yet “reloaded” onto such shelf registration statement. The Holder(s) and the Company will consult and coordinate with each other in order to accomplish such replenishments from time to time in a sensible manner. (b) No registration of Registrable Securities under this Article 2 shall relieve the Company of its obligation to effect registrations of Registrable Securities pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness DeadlineArticle 3.

Demand Registration. (Aa) The Investor shall have If (i) for any reason, during any period when the rightShelf Registration Statement is required under Section 5.01 to be effective, by written notice (the “Demand Notice”) given Company is not qualified under the Securities Act to maintain the Company, to request, at any time and from time to time during such periods when a effectiveness of the Shelf Registration Statement or Shelf Registration Statements covering fails to do so, or (ii) during the period between the termination of the Company's obligations under Section 5.01 and the termination of the Company's obligations under this Section 5.02 (any such period, a "Demand Period"), then at any time during a Demand Period, Holders of not less than 25% of the Registrable Securities may make a written request to the Company (which request shall specify the Registrable Securities intended to be disposed of by such Persons and the intended method of distribution thereof) that the Company register any and all of the Investor’s Registrable Securities is or are not existing and effectiverequested to be so registered by filing with the SEC a Registration Statement covering such Registrable Securities (a "Demand Registration Statement"). Upon the receipt of such a request, that the Company registershall promptly notify all Holders from whom notice has not been received, under and such Holders shall then be entitled within 10 days thereafter to request the Company to include in accordance with the provisions of the Securities Act, such Demand Registration Statement all or any portion of their Registrable Securities. Promptly following the Registrable Securities designated by expiration of such 10-day period, and provided the Investor. Upon receipt of Company is then in a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii)Period, the Company shall promptly (and in any event within thirty (30) days cause to be filed a Demand Registration Statement providing for the registration under the Securities Act of the date on Registrable Securities which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts has been so requested to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable register to the Investor registering extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method or methods of distribution (thereof specified in such request, and shall use its commercially reasonable efforts to have such Demand Registration Statement declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration Statement continuously effective for a period of time necessary following the date on which may be by an underwritten offering)such Demand Registration Statement is declared effective for the underwriters or Selling Holders, of as applicable, to sell all the total number of Registrable Securities specified covered by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters but in any event a period of no more than 150 days following the date on which such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at is declared effective (the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B"Selling Period") The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale or such shorter period which will terminate when all of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares by such Demand Registration Statement effectivehave been sold pursuant thereto (including, as if necessary, by filing with the SEC a post-effective amendment or a supplement to the Demand Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such period may Demand Registration Statement or by the Securities Act, any state securities or "blue sky" laws, or any other rules and regulations thereunder). The Company shall not be extended required to cause to be effective more than two Demand Registration Statements pursuant to this Section 3.12(a)(ii)(B)5.02. The time period for which In no event shall the Company is required grant any "incidental" or "piggyback" registration rights to maintain any Person other than the effectiveness Holders in connection with the filing of any a Demand Registration Statement relating to an underwritten sale of the securities to be so registered, and other than Spanish Holders. (b) Subject to the provisions of Section 5.02(e), a Demand Registration Statement shall be extended deemed not to have become effective (and the related registration shall be deemed not to have been effected) unless it has been declared effective by the aggregate number SEC; provided, however, that if, after it has been declared effective, the offering of days of all suspension periods any Registrable Securities pursuant to Section 3.12(d) occurring with respect to such Demand Registration StatementStatement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court (other than any such stop order or injunction issued as a result of the inclusion in such Demand Registration Statement of any information supplied to the Company for inclusion therein by a Selling Holder), the Selling Period shall be extended by that number of days during which such stop order, injunction or other order or requirement remains in effect or is not reversed, vacated, waived or otherwise lifted. (Cc) The Company If at any time or from time to time any Selling Holder desires to sell Registrable Securities in an Underwritten Offering pursuant to a Demand Registration Statement, the underwriters, including the managing underwriter, shall be entitled selected by the Selling Holders and shall be reasonably acceptable to suspend the use Company (it being acknowledged and agreed that each of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(dGoldman Sachs & Co. and Needham & Co. is an acceptable managing unde▇▇▇▇▇▇▇). (D▇) For the avoidance of doubt, the rights provided If a registration pursuant to this Section 3.12(a)(ii5.02 involves an underwritten offering of the securities being registered (an "Underwritten Offering"), which securities are to be distributed on a firm commitment basis by or through one or more underwriters of recognized standing under underwriting terms appropriate for such transaction, and the underwriter or the managing underwriter, as the case may be, of such Underwritten Offering shall inform the Company and the Selling Holders that, in its opinion, the amount of securities requested to be included in such registration exceeds the amount which can be sold in such offering without adversely affecting the distribution of the securities being offered, then the Company will include in such registration only the amount of Registrable Securities and other securities that the Company is so advised can be sold in such offering; provided, however, that (i) any securities requested by any parties other than the Spanish Holders to be included in such registration shall be excluded from such registration before any Registrable Securities may be so excluded, and (ii) the amount of Registrable Securities requested to be included in such registration that the Company is so advised can be sold in such offering shall be allocated pro rata among the Selling Holders on the basis of the number of Registrable Securities requested to be registered by all Selling Holders. (e) The Selling Holders, at any time prior to the effective date of a Demand Registration Statement, may revoke the Demand Registration Statement, without liability to any Holder except as may be provided under this Section 5.02(e), by providing a written notice to the Company revoking such request. Notwithstanding the provisions of Section 5.02(b), any Demand Registration Statement revoked by Selling Holders (whether before or after such Demand Registration Statement has been declared effective) shall not be exercisable until deemed to have been "effective" for purposes of this Agreement unless (i) such revocation was made by the Effectiveness DeadlineSelling Holders due to adverse, material non-public information about the Company of which none of the Selling Holders were aware at the time of initiating the request for such Demand Registration Statement, or (ii) the Selling Holders, within 30 days of such revocation, reimburse the Company for all Registration Expenses incurred by the Company in connection with the Demand Registration Statement so revoked. (f) The Company's obligations under this Section 5.02 shall terminate after the first date on which (i) the Total Ownership Amount is less than the Registration Share Total, (ii) following the first anniversary of the date hereof, all Registrable Securities held by all members of the Investor Group represent less than 1% of all then Outstanding Shares, or (iii) no member of the Investor Group is an "affiliate" of the Company as such term is defined in Rule 144 (other than in situations in which the only reason no member of the Investor Group is such an "affiliate" is the Company's breach of its obligations under Section 2.01) and all Registrable Securities held by all members of the Investor Group may be sold in a single transaction under Rule 144(k).

Demand Registration. (Ai) The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that the Company register, under and in accordance with the provisions of the Securities Act, all or any portion of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice written request from Endurance to the Investor pursuant to this Section 3.12(a)(ii)Company (a “Registration Request”) delivered not earlier than one (1) year after the date hereof, the Company shall promptly (prepare and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, but in any event within 90 days after its receipt of such Registration Request, a registration statement for the purpose of effecting a registration of the sale of all Registrable Stock requested to be Registered by Endurance. Unless otherwise requested in the Registration Request, each such registration shall be an underwritten registration, and Endurance shall have the right to designate the lead managing underwriter for such registration; provided, however, that such underwriter is reasonably satisfactory to the Company. The Company shall thereafter use its best efforts to cause to be declared effective effect such registration as promptly soon as practicablepracticable (including, a registration statement on without limitation, the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means execution of an underwritten offering, it shall promptly so advise the Company undertaking to file post-effective amendments and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(cappropriate qualification under applicable state securities laws). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (Bii) The Company shall use reasonable best efforts not be required to keep each Demand Registration Statement filed effect (A) more than two registrations pursuant to this Section 3.12(a)(ii2(a)(i) continuously effective and usable for or (B) a registration of Registrable Stock, (1) of less than 50% of the resale Shares issued pursuant to the Purchase Agreement or (2) if the Fair Market Value of the Registrable Stock on the date of the Registration Request is less than $1,000,000. No registration shall be counted toward the number set forth in Section 2(a)(ii)(A) unless and until such registration has been declared effective by the SEC and remains continuously effective until the earlier of (x) 180 days thereafter and (y) the date on which all shares of Registrable Stock registered in such registration have been sold (but not before the expiration of the period referred to in Section 4(3) of the Securities covered thereby for Act and Rule 174 thereunder, if applicable). The Company shall not be required to prepare and file a registration statement or otherwise effect a registration under this Section 2 during the period beginning on the date of filing of, and ending on the date one hundred eighty (180) days from following, the effective date of a registration statement pertaining to a public offering of Common Stock, whether such registration statement was filed pursuant to a demand under Section 2 of this Agreement or otherwise; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective. (b) The Company shall keep any registration effected pursuant to Section 2(a) continuously effective until the earliest of (i) 180 days thereafter, (ii) the date on which all shares of Registrable Stock registered in such registration have been sold pursuant to an effective registration statement or Rule 144 and (iii) the SEC declares date on which, in the reasonable opinion of counsel to the Company, all of the Registrable Stock registered in such Demand Registration Statement effective, as such period registration may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring sold in accordance with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(dRule 144(k). (Dc) For Notwithstanding the avoidance of doubtforegoing, the rights provided pursuant Company shall have the right (the “Suspension Right”) to this defer any such filing under Section 3.12(a)(ii2(a) (or suspend sales under any registration statement filed under Section 2(a) or defer the updating of any such filed registration statement and suspend sales thereunder) at any time or from time to time, for one period of not more than 90 days during any period of 365 days, if the Company shall not furnish to Endurance a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Company, it would be exercisable until detrimental to the Effectiveness DeadlineCompany and its stockholders to file such registration statement or amendment thereto at such time (or continue sales under a filed registration statement) and therefore the Company has elected to defer the filing of such registration statement (or suspend sales under a filed registration statement), and the reasons for such judgment.

Demand Registration. (Aa) The Investor shall have the right, by written notice (the “Demand Notice”) given to the Company, to request, If at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that any Holder shall request the Company register, in writing to register under and in accordance with the provisions of the Securities Act, Act all or any portion a part of the Registrable Securities designated held by the Investor. Upon receipt of such Holder (a "Demand Notice from the Investor pursuant to this Section 3.12(a)(iiRegistration"), the Company shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best all reasonable efforts to cause to be filed and declared effective as promptly soon as practicable, reasonably practicable (but in no event later than the 45th day after such Holder's request is made) a registration statement on the appropriate form providing for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering of all such Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number such Holder. The Company agrees to use its reasonable efforts to keep any such registration statement continuously effective and usable for resale of Registrable Securities specified by for so long as the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Holder whose Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it are included therein shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c)request. The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts be obligated to keep each Demand Registration Statement file registration statements pursuant to this Section 2(a) until all Registrable Securities have ceased to be Registrable Securities. Each registration statement filed pursuant to this Section 3.12(a)(ii2(a) continuously effective and usable for the resale of the Registrable Securities covered thereby for is hereinafter referred to as a period of one hundred eighty (180) days from the date on which the SEC declares such "Demand Registration Statement effectiveStatement." The Company may, as such period may be extended if permitted by law, effect any registration pursuant to this Section 3.12(a)(ii)(B)2(a) by the filing of a registration statement on Form S-3. The However, if such registration involves an underwritten public offering and the managing underwriter(s) at any time period for which shall notify the Company in writing that, in the sole judgment of such managing under writer(s), inclusion of some or all of the information required in a more detailed form specified in such notice is required of material importance to maintain the success of the public offering of such Registrable Securities, the Company shall use all reasonable efforts to supplement or amend the registration statement to include such information. (b) The Company agrees (i) not to effect any public or private sale, distribution or purchase of any of its securities which are the same as or similar to the Registrable Securities, including a sale pursuant to Regulation D under the Securities Act, during the 15-day period prior to, and during the 45-day period beginning on, the closing date of each underwritten offering under any Demand Registration Statement, and (ii) to use reasonable efforts to cause each holder of its securities purchased from the Company, at any time on or after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 under the Securities Act. (c) The Company may postpone for a reasonable period of time, not to exceed 30 days, the filing or the effectiveness of any Demand Registration Statement shall be extended if (i) the Board of Directors of the Company in good faith determines that (A) such registration would have a material adverse effect on any plan or proposal by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring Company with respect to any financing, acquisition, recapitalization, reorganiza tion or other material transaction, or (B) the Company is in possession of material non-public information that, if publicly disclosed, would result in a material disrup tion of a major corporate development or transaction then pending or in progress or in other material adverse consequences to the Company, and (ii) the Company so notifies the Holder(s) within five days after the Holder(s) requests such Demand Registration Statementregistration. The Company's right to defer the filing of a registration statement pursuant to the provisions of the preceding sentence may not be exercised more than once during any 12 month period. (Cd) The Company shall If at any time any Holder of Registrable Securities to be entitled to suspend the use of any effective covered by a Demand Registration Statement under this Section 3.12(a)(iidesires to sell Registrable Securities in an underwritten offering, such Holder shall have the right to select any nationally recognized investment banking firm(s) under to administer the circumstances set forth in Section 3.12(d). (D) For offering, subject to the avoidance ap proval of doubtthe Company, the rights provided pursuant to this Section 3.12(a)(ii) which approval shall not be exercisable until unreasonably withheld, and the Effectiveness DeadlineCompany shall enter into underwriting agreements with the underwriter(s) of such offering, which agreements shall contain such representations and warranties by the Company, and such other terms, conditions and indemnities as are at the time customarily contained in underwriting agreements for similar offerings and the Company shall take or cause to be taken all such other actions as are reasonably requested by the managing underwriter(s) in order to expedite or facilitate the regis tration and disposition of the Registrable Securities, including, without limitation, causing management to participate in "road show" presentations.

Demand Registration. (Aa) The Investor At any time or from time to time, if the Partnership shall have the right, be requested in writing by written notice (the “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement by one or Shelf Registration Statements covering all more affiliates of the Investor’s Company who Beneficially Own Registrable Securities is Securities, or are not existing and effectiveby one or more Holders who Beneficially Own at least 250,000 Registrable Securities, that the Company register, to effect a registration under and in accordance with the provisions of the Securities Act, all or any portion Act of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii), the Company shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with this Section 2 (a registration effected by the Partnership pursuant to this Section 2 is referred to as a “Demand Registration”), then the Partnership shall promptly give written notice of such proposed Demand Registration to each Holder and shall offer to include (subject to the terms of this Agreement) in such proposed Demand Registration any Registrable Securities requested to be included in such proposed Demand Registration by such Holders who respond in writing to the Partnership’s notice within 15 days after delivery of such notice (which response shall specify the number of Registrable Securities proposed to be included in such Demand Registration and the intended method or methods of distribution, which may be pursuant to a shelf Registration Statement). Such written Demand Registration request shall specify the number of Registrable Securities requested to be registered, and the anticipated per unit price range for such offering, if applicable, and the intended method of distribution (which may be by pursuant to a shelf Registration Statement). Following the expiration of such 15-day response period, the Partnership shall use its commercially reasonable efforts to promptly effect such Demand Registration on an underwritten offering), appropriate form under the Securities Act of the Registrable Securities which the Partnership has been so requested to register; provided, however, that the Partnership shall not be obligated to effect any Demand Registration under the Securities Act except in accordance with the following provisions: 1. the Partnership shall not be obligated to file more than three Registration Statements in total pursuant to this Section 2; and 2. with respect to any Demand Registration of Registrable Securities, the Partnership may include in the Registration Statement related thereto any Other Units; provided, however, that if the managing underwriter of any offering of Registrable Securities pursuant to such Registration Statement advises the Partnership in writing that the inclusion of all Registrable Securities and Other Units proposed to be included in such Demand Registration or offering would adversely and materially affect the successful marketing (including pricing) of all such securities, then the number of Registrable Securities specified by the Holders and Other Units proposed to be included in such Demand Notice (a “Registration or offering shall be included in the following order: I. First, the Registrable Securities held by all Selling Holders, pro rata based upon the number of Registrable Securities Beneficially Owned by each such Selling Holder at the time of such Demand Registration Statement”)or offering; and II. If Second, the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offeringOther Units. (b) The Holder or Holders requesting a Demand Registration may, it shall promptly so advise in the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required notice delivered pursuant to Section 3.12(c). The managing underwriters 2(a) or in connection with any “shelf take-down” under such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at (which offerings the request of the Selling Holders submitting the Demand Notice, be a “shelf” registration pursuant may elect to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand conduct from time-to-time under any shelf Registration Statement filed pursuant to this Section 3.12(a)(iiRule 415), elect that such Demand Registration or offering, as the case may be, cover an underwritten public offering. Upon such election, such Holder(s) continuously effective shall elect one or more nationally recognized firms of investment banks to act as the lead managing underwriter(s) and usable for shall select any additional investment banks to be used in connection with such offering, provided that such investment banks must be approved by the resale Partnership, such approval not to be unreasonably withheld, conditioned or delayed. The Partnership shall, together with the Selling Holders, enter into a customary underwriting agreement with such underwriters. (c) A requested Demand Registration may be rescinded only by written notice to the Partnership by the Selling Holders holding a majority of the Registrable Securities covered thereby to be included in the related Registration Statement and only (i) once in any 12 month period prior to the sale of any Registrable Securities under the Registration Statement or (ii) upon such Selling Holders reimbursing the Partnership in whole for a period of one hundred eighty (180) days from all out-of-pocket expenses incurred by the date on which the SEC declares Partnership in connection with such rescinded Demand Registration unless such Selling Holders (i) (x) reasonably believed that the Registration Statement effectivecontained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein not misleading, (y) notified the Partnership of such fact and requested that the Partnership correct such alleged misstatement or omission and (z) the Partnership refused to correct such alleged misstatement or omission or (ii) could not include at least eighty percent (80%) of the Registrable Securities requested to be included on such Registration Statement as such period may be extended a result of Section 2(d). Any Demand Registration rescinded by the Selling Holders in accordance with this Section 2(c) shall not count as a Registration Statement initiated pursuant to this Section 3.12(a)(ii)(B). The time period 2 for which purposes of Section 2(a) (except for a rescission under clause (i) hereof, unless such Selling Holders shall have reimbursed the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended Partnership in whole for all out-of-pocket expenses incurred by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring Partnership in connection with respect to such rescinded Demand Registration StatementRegistration). (Cd) The Company Notwithstanding any other provision of this Agreement, if in connection with any review of a Registration Statement prior to effectiveness, the Commission objects based on any SEC Guidance to the number of Registrable Securities registered on a particular Registration Statement (in which event the Partnership shall use its commercially reasonable diligent efforts to advocate with the Commission for the registration of all Registrable Securities intended to be included therein), the Partnership shall be entitled to suspend the use of any remove by pre-effective amendment such Registrable Securities from such Registration Statement under this Section 3.12(a)(ii) under to the circumstances set forth extent in Section 3.12(d)excess of such limitation and shall be permitted to reduce the Registrable Securities allocated amongst the Selling Holders on a pro rata basis based upon the number of Registrable Securities known to the Partnership to be Beneficially Owned by each such Selling Holder at the time of such registration. (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor shall have At any time following the rightRestricted Period, the Shareholder may, by providing written notice (the a “Demand NoticeRegistration Request”) given to the Company, request to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that the Company register, under and in accordance with the provisions of the Securities Act, sell all or any a portion of the Registrable Securities designated Beneficially Owned by the InvestorShareholder pursuant to a Registration Statement in the manner specified in such notice, provided that the aggregate market value of such Registrable Securities so requested to be sold, as measured by the market price of such Registrable Securities on the date of the Demand Registration Request, shall not be less than $100 million (a “Demand Registration”). Upon receipt Each Demand Registration Request shall specify the number of Registrable Securities intended to be offered and sold pursuant to the Demand Registration and the intended method of disposition thereof, including whether the registration requested is for an underwritten offering. A Demand Registration shall be effected by way of a Registration Statement on Form S-3 or any similar short-form registration to the extent the Company is permitted to use such form at such time (or to the extent the Company is not permitted to use such form, on Form S-1 or a similar long-form registration). The Company may, after consultation with the Shareholder, comply with a Demand Notice from Registration Request by, at the Investor pursuant Company’s option, (x) filing a Registration Statement (including a Shelf Registration Statement) which will be used to this Section 3.12(a)(ii)offer the Registrable Securities and/or (y) providing a prospectus supplement for an already effective Registration Statement. If the Company is then ASR Eligible, the Company shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best commercially reasonable efforts to cause the Registration Statement to be declared effective an ASRS containing a Prospectus naming the Shareholder as promptly as practicable, a registration statement on the appropriate form for selling shareholder and registering the registration offering and sale as shall be selected of the Registrable Securities by the Company and as shall be reasonably acceptable Shareholder on a delayed or continuous basis pursuant to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution Rule 415 (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand ASRS Resale Shelf Registration Statement”). If The Company shall use its commercially reasonable efforts to cause any Registration Statement (or prospectus supplement, as applicable) relating to a Demand Registration (xx) to be filed with the Investor registering SEC as promptly as reasonably practicable following the receipt of the Demand Registration Request, and in no event more than twenty (20) Business Days after receipt of a Demand Registration Request (or such longer period agreed to by the Shareholder), (yy) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as reasonably practicable after the filing thereof and (zz) to remain continuously effective during the Effectiveness Period. (b) The Shareholder shall have the right to request up to a total of two (2) Demand Registrations in any twelve (12)-month period pursuant to this Section 2.1; provided, that such obligation shall be deemed satisfied (and such request shall count as one Demand Registration Request for the Shareholder) only when a Registration Statement shall have become effective and (x) if the method of disposition thereof is a firm commitment Public Offering, at least 50% of such Registrable Securities intends requested to distribute be sold, after giving effect to any Registrable Securities Underwriter Cutback (described in Section 2.1(e)), shall have been sold pursuant thereto, and (y) in any other case, such Registration Statement shall have remained effective for the Effectiveness Period. The Shareholder may revoke a request for a Demand Registration by means notifying the Company prior to the effective date of an the applicable Registration Statement or the filing of any prospectus supplement with respect to any particular underwritten offering; provided that such request shall count as one of the Shareholder’s requests for a Demand Registration unless the Shareholder (i) provides such notice of revocation (A) except with respect to Underwritten Block Trades, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate within three (3) Business Days after requesting such distributionDemand Registration, including the actions required or (B) pursuant to Section 3.12(c). The managing underwriters in any 2.4(c) as a result of a Notice of Suspension, or (ii) reimburses the Company for all reasonable and documented out-of-pocket expenses (including Registration Expenses) actually incurred by the Company relating to such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableRegistration. (Bc) The Company shall (i) prepare, (ii) file with the SEC and (iii) use commercially reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously have effective and usable for the resale of the Registrable Securities covered thereby for a period of starting one hundred eighty (180) days from the date of this Agreement, a Shelf Registration Statement on Form S-3 or such other form as the Company is then eligible to use (such Shelf Registration Statement shall be an ASRS to the extent that the Company is then ASR Eligible) (or, at its option, after consultation with the Shareholder, provide a prospectus supplement for an already effective Shelf Registration Statement) with respect to the registration under the Securities Act of the resale of up to [ ]1 Shares (the “Transaction Shelf Registration Statement”) (such Transaction Shelf Registration 1 Note to Draft: The Transaction Shelf Registration Statement will include the Shares issued at Closing. Statement shall include a prospectus sufficient to permit the resale of all such Shares by the Shareholder). The Company shall use its commercially reasonable efforts to keep the Transaction Shelf Registration Statement continuously effective for the Effectiveness Period, including by filing subsequent registration statements, if necessary, subject to the Securities Act and the provisions of Section 2.4. For a period of two (2) years following the Closing Date, any Shares which have been registered on the SEC declares such Transaction Shelf Registration Statement may be included in any underwritten offering conducted by the Company upon the proper exercise of a demand or piggyback right hereunder pursuant to and in accordance with Section 2.1 or Section 2.2, as applicable, subject to compliance with the notice and cutback procedures contained herein. (d) If a Demand Registration is a Public Offering, the Shareholder shall have the right to select the investment banking firm(s) to act as the managing underwriter(s) (subject to the consent of the Company, which shall not be unreasonably withheld or delayed) and counsel for the Shareholder in connection with such offering (including in any underwritten offering under a Shelf Registration Statement effectiveor any Underwritten Block Trade). (e) For the first two (2) years following the date of this Agreement, as such period may in no event shall any Person (other than the Company with respect to a primary offering of its equity securities) be extended entitled to include any equity securities of the Company in any offering requested pursuant to this Section 3.12(a)(ii)(B)2.1 without the prior written consent of the Shareholder, such consent not to be unreasonably withheld after consultation with its advisors. The time period for In the event the managing underwriter shall be of the opinion that the number of such securities, when taken together with the Registrable Securities requested to be included in a Public Offering pursuant to a Demand Registration Request, alone or taken together with the equity securities of the Company to be included therein, would adversely affect the marketing of such offering (including the price at which the securities of the Company is required may be sold), then the number of securities of the Company to maintain be included in such underwritten offering will be reduced (an “Underwriter Cutback”), with the effectiveness securities of the Company to be included in such offering based on the following priority: (x) first, the number of Shares requested to be included on behalf of the Shareholder up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the Shares may be sold); and (y) second, in addition to the Shares included pursuant to the preceding clause (x), the number of the equity securities of the Company elected to be included by the Company (whether for the Company’s own account or for the account of any Demand Registration Statement shall be extended other holder of equity security of the Company consented by the aggregate Shareholder to participate in the offering) up to the number that, in the opinion of days the managing underwriter, would not adversely affect the marketing of all suspension periods pursuant to Section 3.12(dthe offering (including the price at which the securities of the Company (including the Shares) occurring with respect to such Demand Registration Statement. (C) The Company shall may be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(dsold). (Df) For Notwithstanding any other provision of this Article II, but subject to Section 2.4, if the avoidance of doubtShareholder wishes to effect a Demand Registration through an underwritten block trade or similar transaction or other transaction with a one-day or less marketing period, including overnight bought deals (collectively, an “Underwritten Block Trade”), pursuant to a Shelf Registration Statement (either through filing an ASRS or through a take-down from an already effective Shelf Registration Statement), then notwithstanding any other time periods in this Article II, the rights provided Shareholder shall notify the Company of the Underwritten Block Trade five (5) Business Days prior to the date such Underwritten Block Trade is to commence. As expeditiously as possible, the Company shall use its commercially reasonable efforts to facilitate such Underwritten Block Trade (which may price as early as five (5) Business Days after the date it commences). The Shareholder shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request (including by disclosing the maximum number of Shares proposed to be the subject of such Underwritten Block Trade) in order to facilitate preparation of the Registration Statement (including filing of an ASRS), Prospectus and other offering documentation related to the Underwritten Block Trade and any related due diligence and comfort procedures. (g) Notwithstanding anything else in this agreement, the Company shall have no obligation to facilitate a Public Offering of Registrable Securities initiated by the Shareholder except pursuant to, and subject to the limitations contained in, this Section 2.1, Section 2.2, and in accordance with Section 2.6. (h) The Company hereby represents that, as of the date hereof, it is a “well-known seasoned issuer” (having the meaning given thereto pursuant to this Section 3.12(a)(iiRule 405 promulgated under the Securities Act) shall not be exercisable until the Effectiveness Deadlineand eligible to use Form S-3.

Demand Registration. (Aa) The Investor At any time after the Effective Date until the delivery of a Piggyback Notice and, subject to the other provisions of this Agreement, the Initiating Holders shall have the rightright exercisable on no more than (i) one occasion in any 12-month period; and (ii) three occasions in the aggregate, by making a written notice (the “Demand Notice”) given request to the CompanyCompany (such request being referred to hereinafter as a “Demand”), to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, require that the Company register, under and use its reasonable efforts to effect the registration in accordance with the provisions of the Securities ActAct of the offering and sale of Registrable Securities. Any Demand shall be addressed to the attention of the Secretary of the Company, all or any portion and shall specify the intended reasonable method of disposition of the Registrable Securities designated by the InvestorSecurities. Upon receipt of a Demand Notice from the Investor A Registration pursuant to this Section 3.12(a)(ii), the Company 3.2 (a “Demand Registration”) shall promptly (and in any event within thirty (30) days be on such appropriate registration form of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale SEC as shall (i) be selected by the Company Company, and as shall be reasonably acceptable to (ii) permit the Investor registering disposition of the Registrable Securities in accordance with the intended method or methods of distribution disposition specified in the Demand. (b) If, at the Company’s sole discretion, the Demand Registration is pursuant to an Underwritten Offering, and the managing underwriter thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in its judgment, such limitation is necessary to effect an orderly public distribution of the underwritten securities, then the Company shall be obligated to include in such Registration Statement only such limited portion (or none, if so required by an underwritten offering), the managing underwriter) of the Registrable Securities with respect to which the Initiating Holders have demanded inclusion hereunder. No other securities may be included in such Registration Statement if less than all of the Registrable Securities with respect to which the Initiating Holders have demanded inclusion are included therein. If the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Noticecannot be included as provided in the preceding sentence, be a “shelf” registration pursuant the Initiating Holders shall have the right to Rule 415, if availablean additional Demand. (Bc) The Company shall use reasonable best efforts to keep each Demand may delay the filing of any Registration Statement filed pursuant to this Section 3.12(a)(ii3.2 for a reasonable period of time (but not to exceed 90 days) continuously effective and usable for if, in the resale good faith judgment of the Registrable Securities covered thereby for a period Board of one hundred eighty (180) days from Directors of the date on which Company, the SEC declares Company would be required to include in such Demand Registration Statement effectivematerial information which at that time could not be publicly disclosed without materially interfering with any financing, as such period may be extended pursuant to this Section 3.12(a)(ii)(B)acquisition, corporate reorganization or other material development or transaction then pending or in progress and without other material adverse consequences. The time period for which In the Company is required to maintain the effectiveness event of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubtdelay, the rights provided pursuant Initiating Holders shall have the right to this Section 3.12(a)(ii) withdraw their request for Registration and any such withdrawn request that would otherwise have been considered a Demand shall not be exercisable until considered for purposes of determining the Effectiveness Deadlinemaximum number of Demands provided for in Section 3.2(a).

Demand Registration. (A) The Investor Company consummated its initial public offering on May 16, 2011. The Company shall have use its reasonable best efforts to qualify and remain qualified to register securities under the right, by written notice (the “Demand Notice”) given Securities Act pursuant to the Company, to requesta Registration Statement on Form S-3 or any successor form thereto. If, at any time and from time on or after the date the Company is required to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering file its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 with the SEC, the Founders are not able to sell all of the Investor’s Common Stock and Warrant Shares owned by them pursuant to Rule 144 (or any successor thereto) promulgated under the Securities Act free of volume and holding period restrictions set forth therein, Bobulinski acting on behalf of the Founders, or if Bobulinski no longer holds any Registrable Securities is or are not existing and effectivethe holders of a majority of the Registrable Securities, may request that the Company register, register under and in accordance with the provisions of the Securities Act, Act the resale of all or any portion of the Registrable Securities designated by on Form S-3 or the Investorthen appropriate form for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act (the “Shelf Registration” and the “Demand Registration”). The request for a Shelf Registration shall specify the number of Registrable Securities required to be registered. Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii)such request, the Company shall promptly (and but in no event later than five (5) days following receipt thereof) deliver notice of such request to the other Founders who shall then have five (5) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall cause the Shelf Registration on Form S-3 (or any event successor form) to be filed within thirty (30) days of after the date on which the Company receives such Demand Notice) file with the SEC, initial request is given and the Company shall thereafter use its reasonable best efforts to cause the Shelf Registration to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and SEC as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”)soon as practicable thereafter. If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts not be required to keep each Demand effect a Shelf Registration Statement filed pursuant to more than one time for the Founders as a group; provided, that a Shelf Registration shall not count as a Shelf Registration requested under this Section 3.12(a)(ii2(a) continuously unless and until it has become effective and usable for the resale Founders requesting such registration are able to register 100% of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares requested to be included in such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration StatementShelf Registration. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Aa) The Investor shall have At any time following the rightearlier of (x) the Company consummating an Initial Public Offering of the Class A Common Stock or (y) the first anniversary of the Emergence Effective Date, by any Requesting Stockholder may give a written notice (the “Demand Notice”) given request to the Company, Company to request, at effect the registration under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any time and from time to time during such periods when a Shelf Registration Statement similar or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that the Company register, successor form under and in accordance with the provisions of the Securities Act, ) of all or any portion of such Requesting Stockholder’s Registrable Securities, which written request shall specify the number of Registrable Securities to be registered and the intended method of disposition thereof. At any time the Company is eligible for use of an Automatic Shelf Registration Statement, such registration shall occur on such form. Upon the receipt of such written request, the Company shall promptly give notice (via facsimile or electronic transmission) to the other Stockholder Groups of such requested registration (each such registration shall be referred to herein as a “Demand Registration”) at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such Demand Registration. Thereafter, the Company shall use its commercially reasonable efforts to effect, as soon as possible, the registration under the Securities Act of: (i) all Registrable Securities for which the Requesting Stockholder has requested registration under this Section 2.01; (ii) all other Registrable Securities of the same class or series as those requested to be registered by the Requesting Stockholder that any other Stockholder Group (all such Stockholder Groups, together with the Requesting Stockholder, and any Stockholder Groups participating in a Piggyback Registration pursuant to Section 2.03, the “Registering Stockholders”) have requested the Company to register by request received by the Company within ten (10) Business Days after such Stockholder Groups receive the Company’s notice of the Demand Registration; and (iii) any Company Securities to be offered or sold by the Company; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities designated by the Investor. Upon receipt of a Demand Notice from the Investor pursuant so to this be registered; provided that, subject to Section 3.12(a)(ii2.01(d), the Company shall promptly not be obligated to effect (x) more than five (5) Demand Registrations requested by the Oaktree Stockholder, three (3) Demand Registrations requested by the JPMorgan Stockholder and three (3) Demand Registrations requested by the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Stockholder, in each case, other than Demand Registrations to be effected pursuant to a Registration Statement on Form S-3 (or any event successor or similar form) under the Securities Act (“Form S-3”) for which an unlimited number of Demand Registrations shall be permitted, (y) any such Demand Registration (i) within thirty the Specified Period (30or such shorter period as the Company may determine in its sole discretion) days after the effective date of any other registration statement of the date on which the Company receives such Demand Notice) file (other than a registration statement filed in connection with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, an employee benefit plan or business combination transaction or a registration statement on the appropriate Form S- 4 or Form S-8 or any similar or successor form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities thereto) or (ii) in accordance with Section 2.01(f) or (z) any Demand Registration if the intended method or methods aggregate proceeds expected to be received from the sale of distribution the Registrable Securities requested to be included in such Demand Registration is less than the lesser of (which may be by an underwritten offeringi) $100,000,000 and (ii) 2.5% of the market capitalization determined in good faith as of the date the Company receives a written request for Demand Registration. (b) Promptly after the expiration of the ten (10) Business Day period referred to in Section 2.01(a)(ii), the Company will notify all Registering Stockholders of the total identities of the other Registering Stockholders and the number of shares of Registrable Securities specified requested to be included in the Demand Registration by each of them. At any time prior to the Holders effective date of the Registration Statement relating to such Demand Registration, the Requesting Stockholder may upon notice to the Company, revoke such request in whole or in part with respect to the number of shares of Registrable Securities requested to be included in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends , without liability to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if availableother Registering Stockholders. (Bc) The Company shall use reasonable best efforts to keep each be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Demand Registration Statement filed becomes effective; provided, however, that if the Requesting Stockholder revokes its request in whole pursuant to this Section 3.12(a)(ii2.01(b), the Requesting Stockholder shall reimburse the Company for and/or pay directly all Registration Expenses incurred relating to such Demand Registration. (d) A Demand Registration shall not be deemed to have occurred: (i) unless the Registration Statement relating thereto (A) has become effective under the Securities Act and (B) has remained continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of at least (x) one hundred eighty (180) days from (or such shorter period in which all Registrable Securities of the Registering Stockholders included in such registration have actually been sold thereunder) or (y) with respect to a Shelf Registration, until the date on which the SEC declares set forth in Section 2.05(a)(ii); provided that such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall not be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such considered a Demand Registration Statementif, after such Registration Statement becomes effective, (1) such Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such Registration Statement have been sold thereunder; or (ii) if the Maximum Offering Size is reduced in accordance with Section 2.01(e) such that less than 662/3% of the Registrable Securities of the Requesting Stockholder sought to be included in such registration are included. (Ce) The If a Demand Registration involves a Public Offering and the lead managing underwriter advises the Company and the Requesting Stockholder that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having a material and adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the Requesting Stockholder and all other Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, to give first priority to the inclusion of the Registrable Securities of the Requesting Stockholder and, thereafter, pro rata among the remaining Registering Stockholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by each such Registering Stockholder); (ii) second, any securities proposed to be registered by the Company; and (iii) third, any securities proposed to be registered for the account of any other Persons, with such priorities among them as the Company shall determine. (f) Notwithstanding anything to the contrary contained in this Agreement, but subject to the limitation set forth in the next succeeding paragraph, the Company shall be entitled to suspend its obligation to file (but not the use preparation of) any Registration Statement in connection with a Demand Registration, any Shelf Registration (including any Shelf Public Offering), file any amendment to such a Registration Statement, file or furnish any supplement or amendment to a prospectus included in such a Registration Statement, make any other filing with the SEC, cause such a Registration Statement or other filing with the SEC to become or remain effective or take any similar action (collectively, “Registration Actions”) upon (i) the issuance by the SEC of a stop order suspending the effectiveness of any effective such Registration Statement or the initiation of proceedings with respect to such a Registration Statement under this Section 3.12(a)(ii8(d) under or 8(e) of the circumstances set forth Securities Act, (ii) the Board’s determination, in Section 3.12(dits good faith judgment, that any such Registration Action should not be taken because it would reasonably be expected to materially interfere with or require the public disclosure of any material corporate development or plan, including any material financing, securities offering, acquisition, disposition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries or (iii) the Company possessing material non-public information the disclosure of which the Board determines, in its good faith judgment, would reasonably be expected to not be in the best interests of the Company. Upon the occurrence of any of the conditions described in (i). , (Dii) For the avoidance of doubtor (iii) above, the rights provided Company shall give prompt notice of such suspension (and whether such action is being taken pursuant to (i), (ii) or (iii) above) (a “Suspension Notice”) to the Stockholders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Stockholders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Company may only suspend Registration Actions pursuant to the preceding paragraph on one (1) occasion during any period of six (6) consecutive months for a reasonable time specified in the Suspension Notice but not exceeding ninety (90) days (which period may not be extended or renewed) (each such occasion, a “Suspension Period”). Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Stockholders and shall be deemed to end on the earlier to occur of (i) the date on which the Company gives the Stockholders a notice that the Suspension Period has terminated and (ii) the date on which the number of days during which a Suspension Period has been in effect exceeds the ninety (90) day period. If the filing of any Demand Registration or Shelf Registration is suspended pursuant to this Section 3.12(a)(ii2.01(f), once the Suspension Period ends the Requesting Stockholder may request a new Demand Registration or a new Shelf Registration (neither such request shall be counted as an additional Demand Registration for purposes of subclause (x) in the proviso of Section 2.01(a)). Notwithstanding anything to the contrary in this Agreement, the Company shall not be exercisable until in breach of, or have failed to comply with, any obligation under this Agreement where the Effectiveness DeadlineCompany acts or omits to take any action in order to comply with applicable law, any interpretation of the staff of the SEC or any order or decree of any court or governmental agency.

Demand Registration. (Ai) The Investor shall have If at any time following the rightLockup Termination Date and prior to the Company effecting an Underwritten Takedown Offering, the Company is no longer eligible to use an Automatic Shelf Registration Statement, within 30 days after the receipt by the Company of a written notice request from Holder to register the resale of at least a majority of the Registrable Securities then held by Holder under the Securities Act (the a “Demand Notice”) given to the Company), to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that the Company shall use its reasonable best efforts to register, under and in accordance with the provisions of the Securities Actthis Agreement, all or any portion of the Registrable Securities designated by that have been requested to be registered in the Investor. Upon receipt of a Demand Notice from and file a Registration Statement, on an appropriate form which the Investor Company is then eligible to use, to register the resale of such Registrable Securities, which Registration Statement shall (if specified in the Demand Notice) contemplate the ability of Holder to effect an Underwritten Offering (such registration, a “Demand Registration”); provided, however, that the Company shall not be obligated to effect more than one (1) Demand Registration pursuant to this Agreement; provided, further, that Holder must be in compliance with Section 3.12(a)(ii4.20 of the Merger Agreement. The Demand Notice shall specify the number of Registrable Securities proposed to be offered for sale and the intended method of distribution thereof. Holder may change the number of Registrable Securities proposed to be offered pursuant to the Demand Registration at any time prior to commencement of the offering so long as such change would not materially adversely affect the timing or success of the offering; provided, that the Company shall be entitled to reasonably delay the Demand Registration to the extent resulting from such change. Subject to Section 2.03 and with the written consent of Holder (such consent not to be unreasonably withheld), the Company shall promptly (and may include in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required effected pursuant to Section 3.12(c2.01(a) or 2.01(b) any securities for its own account or for the account of holders of shares of Common Stock (other than Holder). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (Bii) The Company shall use its reasonable best efforts to keep each Demand (A) cause any Registration Statement filed pursuant to this Section 3.12(a)(ii2.01(b)(i) continuously to be declared effective (unless it becomes effective automatically upon filing) as promptly as practicable after the filing thereof with the SEC and usable for the resale of the Registrable Securities covered thereby (B) keep such Registration Statement current and effective for a period of one hundred eighty (180) days from not less than 90 days, and in any event for so long as necessary for the date on which completion of the SEC declares resale of Registrable Securities registered thereon. The Company further agrees to supplement or make amendments to each such Demand Registration Statement effective, as such period may be extended pursuant necessary to this Section 3.12(a)(ii)(B). The time keep such Registration Statement effective for the period for which referred to in clause (B) above, including (1) to respond to the comments of the SEC, if any, (2) as may be required by the registration form utilized by the Company is required to maintain the effectiveness of any Demand for such Registration Statement shall be extended or by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect instructions to such Demand Registration Statementregistration form, (3) as may be required by the Securities Act, (4) as may be required in connection with a Takedown Offering or (5) as may be reasonably requested in writing by Holder or any Underwriter and reasonably acceptable to the Company. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Ai) The Investor In connection with and following the issuance of the Stock Consideration pursuant to the Purchase Agreement, the Holder that holds Registrable Securities shall have the option and right, exercisable by delivering a written notice to the Company (the a “Demand Notice”) given ), to require the Company to, pursuant to the Companyterms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to request, at any time and from time Rule 415 pursuant to time during such periods when a Shelf Registration Statement (a “Demand Registration”); provided, however, that in no event shall any eligible Holder be entitled to exercise more than two Demand Registrations for its Registrable Securities. The Demand Notice must set forth the name and address of the Initiating Holder, the number of Registrable Securities that the Initiating Holder intends to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration for Registrable Securities representing an Equity Percentage of less than 5% (the “Minimum Amount”). (ii) Within five Business Days of the receipt of the Demand Notice, the Company shall, subject to the limitations of this Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice, which Registration Statement shall cover all of the Registrable Securities to be included in the Demand Registration. The Company shall use commercially reasonable best efforts to cause such Registration Statement to be declared and remain effective under the Securities Act until the earlier of (A) 180 days (or two years if a Shelf Registration Statements Statement is requested) after the Effective Date or (B) the date on which all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”); provided, however, that such period shall be extended for a period of time equal to the period the Holder is required to refrain from selling any securities included in such Registration Statement at the request of an underwriter of the Company or the Company pursuant to this Agreement or an underwriters’ lock-up agreement. (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect (A) a Demand Registration within 180 days of the closing of any Underwritten Offering or such longer period of time as may be set in the underwriters’ lock-up agreement for the Underwritten Offering (provided such Underwritten Offering is completed), (B) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Investor’s Registrable Securities held by the Holder providing such Demand Notice shall have become effective under the Securities Act and remains effective under the Securities Act and is or are not existing sufficient to permit offers and effective, that sales of the Company register, under number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the provisions intended timing and method or methods of distribution thereof specified in the Demand Notice or (C) more than one Demand Registration or Underwritten Offering every 180 days. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to Section 2(a)(ii), in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. (iv) An Initiating Holder and any other Holder that has requested its Registrable Securities Act, be included in a Demand Registration may withdraw all or any portion of the its Registrable Securities designated included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon delivery of a notice by the InvestorInitiating Holder to the effect that the Initiating Holder is withdrawing all or an amount such that the remaining amount is below the Minimum Amount of its Registrable Securities to be included in a Demand Registration, the Company may, at its option, cease all efforts to secure effectiveness of the applicable Registration Statement. Upon receipt Such registration shall be deemed a Demand Registration unless (i) the Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all commercially reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities the Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (ii) the withdrawal is made (A) following the occurrence of a Demand Notice from Material Adverse Change or (B) because the Investor pursuant Registration would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential. (v) Subject to the limitations contained in this Section 3.12(a)(ii)Agreement, the Company shall promptly (and in effect any event within thirty (30) days Demand Registration on such appropriate registration form of the date on which the Company receives such Demand NoticeCommission (x) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for the registration and sale as shall be selected by the Company and (y) as shall be reasonably acceptable to permit the Investor registering disposition of the Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering)disposition specified in the Holder’s requests for such registration; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the total number Demand Registration for any offering and selling of Registrable Securities specified by the Holders in such Demand Notice (a “Demand shall be effected pursuant to an Automatic Shelf Registration Statement”, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and the Investor registering Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offeringincluded on such Registration Statement, it shall promptly so advise the Company will amend or supplement such Registration Statement as soon as reasonably practicable as may be necessary in order to enable such offering to take place. (vi) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this Section 2(a), the Company shall take all reasonable steps (A) promptly prepare and file or cause to facilitate be prepared and filed (1) such distributionadditional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the actions securities laws of such states as the Holder shall reasonably request; provided, however, that no such qualification shall be required pursuant to Section 3.12(c). The managing underwriters in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such distribution shall jurisdiction solely as a result of registration and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be acceptable necessary to apply for listing or to list the Investor registering Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be commercially reasonably necessary or appropriate or reasonably requested by the Holder to enable the Holder to consummate a public sale of such Registrable Securities in such underwritten offering. Any Demand accordance with the intended timing and method or methods of distribution thereof. (vii) In the event the Holder transfers Registrable Securities included on a Registration Statement mayand such Registrable Securities remain Registrable Securities following such transfer, at the request of the Holders submitting Holder, the Demand Notice, Company shall amend or supplement such Registration Statement as may be a “shelf” registration necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to Rule 415such Registration Statement; provided that in no event shall the Company be required to file a post-effective amendment to the Registration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Holder, if available. Affiliates of the Holder or transferees of the Holder, (B) The the Company shall use reasonable best efforts to keep each Demand has received written consent therefor from whom Registrable Securities have been registered on (but not yet sold under) such Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for Statement, other than the resale Holder, Affiliates of the Registrable Securities covered thereby for a period Holder or transferees of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. Holder and (C) The the Company shall receives a written request from the subsequent transferee, requesting that its shares of Common Stock be entitled to suspend included in the use of any effective Registration Statement under this Section 3.12(a)(ii) under Statement, with all information reasonably requested by the circumstances set forth in Section 3.12(d)Company. (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. The Company, upon written demand (A) The Investor shall have the right, by written notice (the a “Demand Notice”) given to the Company, to request, at any time and from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all of the Investor’s Registrable Securities is or are not existing and effective, that the Company Holder agrees to register, under and in accordance with the provisions of the Securities Acton one occasion, all or any portion of the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities designated by the InvestorSecurities”). Upon receipt of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii)On such occasion, the Company shall promptly (and in any event will file a registration statement with the Commission covering the Registrable Securities within thirty (30) days after receipt of a Demand Notice and use its commercially reasonable efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 5(b) hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The sole demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the Termination Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days after the date on which of the Company receives receipt of any such Demand Notice) file . The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 5(a), but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the SEC, and sale of the Registrable Securities. The Company shall thereafter agrees to use its best commercially reasonable efforts to cause the filing required herein to be declared become effective as promptly as practicable, a registration statement on and to qualify or register the appropriate form for the registration and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering Registrable Securities in accordance with the intended method or methods of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement mayStates as are reasonably requested by the Holder(s); provided, at however, that in no event shall the request Company be required to register the Registrable Securities in a State in which such registration would cause: (i) the Company to be obligated to register or license to do business in such State or submit to general service of process in such State, or (ii) the principal stockholders of the Holders submitting Company to be obligated to escrow their shares of capital stock of the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) Company. The Company shall use reasonable best efforts to keep each Demand Registration Statement cause any registration statement filed pursuant to this the demand right granted under Section 3.12(a)(ii5(a) continuously to remain effective and usable for a period of at least twelve (12) consecutive months after the resale date that the Holders of the Registrable Securities covered thereby for a period by such registration statement are first given the opportunity to sell all of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B)securities. The time period for which Holders shall only use the prospectuses provided by the Company is required to maintain sell the effectiveness of Warrant Shares covered by such registration statement, and will immediately cease to use any Demand Registration Statement shall be extended prospectus furnished by the aggregate number of days of all suspension periods pursuant Company if the Company advises the Holder that such prospectus may no longer be used due to Section 3.12(d) occurring with respect to such Demand Registration Statementa material misstatement or omission. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.

Demand Registration. (Ai) The Investor Millenium shall have the option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 (the “Demand Registration”). (ii) Following receipt of a Demand Notice”) given to , the Company, to request, at any time and from time to time during such periods when Company shall file a Shelf Registration Statement or Shelf Registration Statements as promptly as practicable covering all of the Investor’s Registrable Securities is or are not existing and effective, that the Company register, under and Millenium requests on such Demand Notice to be included in such Demand Registration in accordance with the provisions terms and conditions of this Agreement and shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act, Act and remain effective under the Securities Act for not less than twenty four (24) months following the Effective Date or such shorter period when all or any portion of the Registrable Securities designated covered by such Registration Statement have been sold (the Investor. Upon receipt “Effectiveness Period”); provided, however, (i) that the Company shall not be required to effect the registration of a Demand Notice from the Investor Registrable Securities pursuant to this Section 3.12(a)(ii2(a) unless the Registrable Securities are offered at an aggregate proposed offering price of not less than $25 million and (ii) the Effectiveness Period shall be extended by one (1) day for each additional day during any Suspension Period in effect following the Effective Date applicable thereto pursuant to Section 2(a)(iii). Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect more than three (3) Demand Registrations in any twelve (12) month period. A registration will not count as a requested registration under this Section 2(a) until the Registration Statement relating to such registration has been declared effective by the Commission and unless Millenium was able to register all the Registrable Securities requested by it to be included in such registration. (iii) Notwithstanding any other provision of this Section 2(a), the Company shall promptly not be required to: (A) file a Registration Statement pursuant to this Section 2(a) during the period starting with the date thirty (30) days prior to a good faith estimate by the majority of the members of the board of directors of the Company (excluding any members of the board of directors that are employees or Affiliates of Millenium)(the “Unaffiliated Board Members”), of the date of filing of, and in any event ending on a date ninety (90) days after the effective date of, a Company initiated registration; provided that the Company is actively employing its reasonable best efforts to cause such registration statement to become effective; (B) effect a registration or file a Registration Statement for a period of up to one hundred twenty (120) days after the date of a Demand Notice for registration pursuant to this Section 2(a) if at the time of such request (1) the Company is engaged, or has plans to engage, within thirty (30) days of the date on which the Company receives time of such Demand Notice, in a firm commitment underwritten public offering of Ordinary Shares, or (2) file with the SEC, Company is currently engaged in a self-tender or exchange offer and the Company shall thereafter use its best efforts to filing of a Registration Statement would cause to be declared effective as promptly as practicable, a violation of the Exchange Act; (C) effect a registration statement on or file a Registration Statement for a period of up to ninety (90) days, if (1) the appropriate form for the Unaffiliated Board Members determine such registration and sale as shall be selected by would render the Company and as shall be reasonably acceptable unable to comply with applicable securities laws or (2) the Investor registering Registrable Securities in accordance with the intended method or methods Unaffiliated Board Members determine such registration would require premature disclosure of distribution (which may be by an underwritten offering), of the total number of Registrable Securities specified by the Holders in such Demand Notice (a “Demand Registration Statement”). If the Investor registering Registrable Securities intends to distribute any Registrable Securities by means of an underwritten offering, it shall promptly so advise material information that the Company and has a bona fide business purpose for preserving as confidential; or (D) if the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the request of the Holders submitting the Demand Notice, be has filed a “shelf” registration statement pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each a Demand Registration Statement filed pursuant to Notice under this Section 3.12(a)(ii2(a) continuously effective and usable for the resale of the has included Registrable Securities covered thereby for a period of one hundred eighty therein (180) days from the date on which the SEC declares each such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) The , a “Shelf Registration Statement”), the Company shall be entitled to suspend, for a reasonable period of time not in excess of 45 consecutive days and not more than 90 days in any 12-month period (except as a result of a review of any post-effective amendment by the Commission before declaring any post-effective amendment to the Registration Statement effective; provided, that the Company has used its reasonable best efforts to cause such post-effective amendment to be declared effective), the offer or sale of Registrable Securities pursuant to such registration statement by any holder of Registrable Securities if: (1) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities by such holder; and, (2) either (A) the Unaffiliated Board Members, in good faith, determine that (i) the offer or sale of any shares of Ordinary Shares would materially impede, delay or interfere with a significant transaction under negotiation by the Company, including any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization, or consolidation, (ii) after the advice of counsel, the sale of Ordinary Shares covered by the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (iii) either (x) the Company has a bona fide business purpose for preserving the confidentiality of the proposed transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate the proposed transaction, or (z) the proposed transaction renders the Company unable to comply with requirements of the Commission; or (B) the Unaffiliated Board Members, in good faith, determine that the Company is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to incorporate information into the Shelf Registration Statement for the purpose of (i) including in the Shelf Registration Statement any Prospectus required under Section 10(a)(3) of the Securities Act or (ii) reflecting in the Prospectus included in the Shelf Registration Statement any facts or events arising after the effective date of the Shelf Registration Statement (or the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth in the Prospectus (any such period referred to in this Section 2(a)(iii), a “Suspension Period”); provided, however, that (i) in no event shall the Company postpone, defer or suspend any Demand Registration pursuant to this Section 2(a)(iii) and/or Section 7(g) for more than an aggregate of ninety (90) days in any twelve (12) month period, and (ii) in the event the Company postpones, defers or suspends any Demand Registration pursuant to Section 2(a)(iii)(C)(1) or (2) or Section 2(a)(iii)(D), then during such Suspension Period, the Company shall not engage in any transaction involving the offer, issuance, sale, or purchase of Ordinary Shares (whether for the benefit of the Company or a third Person), except transactions involving the issuance or purchase of Ordinary Shares as contemplated by Company employee benefit plans or employee or director arrangements. In order to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth in Section 3.12(d). (D) For the avoidance of doubt, the rights provided registration statement pursuant to this Section 3.12(a)(ii) 2(a)(iii)(D), the Company shall not be exercisable until promptly upon determining to seek such suspension, deliver to the Effectiveness Deadlineholders of Registrable Securities included in such registration statement, a certificate signed by the Chief Executive Officer of the Company stating that the Company is suspending use of such registration statement pursuant to Section 2(a)(iii)(D), the basis therefor in reasonable detail and a good faith estimate as to the anticipated duration of such suspension.

Demand Registration. (Aa) The Investor shall have the right, by Upon written notice (the “Demand Notice”) given to the Company, to request, at any time and after the Closing Date from time to time during such periods when a Shelf Registration Statement or Shelf Registration Statements covering all any Holder of the Investor’s Registrable Securities is or are not existing and effective, requesting that Peachtree effect the Company register, registration under and in accordance with the provisions of the Securities Act, Act of any or all or any portion of the Registrable Securities designated held by such Holder, which notice shall specify the Investor. Upon receipt intended method or methods of a Demand Notice from the Investor pursuant to this Section 3.12(a)(ii)disposition of such Registrable Securities, the Company Peachtree shall promptly (and in any event within thirty (30) days of the date on which the Company receives such Demand Notice) file with the SEC, and the Company shall thereafter use its best efforts to cause to be declared effective as promptly as practicable, a registration statement on the appropriate form for effect the registration under the Securities Act and sale as shall be selected by the Company and as shall be reasonably acceptable to the Investor registering applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of distribution disposition stated in such request (including in a Rule 415 Offering, if Peachtree is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering); provided, that: (i) with respect to any registration statement filed, or to be filed, pursuant to this Section 2.1, if Peachtree shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the Board of Directors of Peachtree (adopted by the affirmative vote of a majority of the directors that are neither designated by the ADP Entities nor directors or officers of any ADP Entity) stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Peachtree's reasonable control of any required financial statements, or any other event or condition of similar significance to Peachtree) be significantly disadvantageous (a "Disadvantageous Condition") to Peachtree for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Peachtree shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which Peachtree shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by Peachtree, each such Holder will deliver to Peachtree all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing or use of any such registration statement may not be delayed or discontinued for a period in excess of 90 days due to the occurrence of any particular Disadvantageous Condition and no more than two resolutions regarding Disadvantageous Conditions may be made by the Board of Directors in any two-year period; (ii) the Holders of Registrable Securities may collectively exercise their rights under this Section 2.1(through notice delivered by Holders owning in the aggregate a majority in economic interest of the Registrable Securities then held by Holders) on not more than four occasions; (iii) except as otherwise provided herein, the Holders of Registrable Securities shall not have the right to exercise registration rights pursuant to this Section 2.1 within the 180-day period following the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights provided in this Section 2.1; and (iv) the Holders of Registrable Securities shall not have the right to exercise registration rights pursuant to this Section 2.1 within any "lock-up" period following the Closing Date agreed with the Underwriters in connection with the Offering, unless such "lock-up" is waived by the Underwriters. (b) Notwithstanding any other provision of this Agreement to the contrary, a registration requested by a Holder of Registrable Securities pursuant to this Section 2.1 shall not be deemed to have been effected (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in any purchase or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities. (c) In the event that any registration pursuant to this Section 2.1 shall involve, in whole or in part, an underwritten offering), the Holders of a majority of the total Registrable Securities to be registered shall have the right to designate an underwriter or underwriters reasonably acceptable to Peachtree as the lead or managing underwriters of such underwritten offering and, in connection with each registration pursuant to this Section 2.1, such Holders may select one counsel reasonably acceptable to Peachtree to represent all such Holders. (d) Peachtree shall have the right to cause the registration of additional equity securities for sale for its account, the account of any Peachtree Entity or any existing or former directors, officers or employees of Peachtree Entities in any registration of Registrable Securities requested by the Holders pursuant to paragraph (a) above; provided, that if such Holders are advised in writing (with a copy to Peachtree) by a nationally recognized investment banking firm selected by such Holders reasonably acceptable to Peachtree (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities in such registration would be likely to have an adverse effect on the price, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be permitted. The Holders of the Registrable Securities to be offered may require that any such additional equity securities be included in the offering proposed by such Holders on the same conditions as the Registrable Securities that are included therein. In the event that the number of Registrable Securities specified requested to be included in a registration statement by the Holders thereof exceeds the number which, in the good faith view of such Demand Notice (a “Demand Registration Statement”). If investment banking firm, can be sold without adversely affecting the Investor registering price, timing, distribution or sale of securities in the offering, the number shall be allocated pro rata among the requesting Holders on the basis of the relative number of Registrable Securities intends to distribute then held by each such Holder (provided, that any Registrable Securities by means number in excess of an underwritten offering, it shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 3.12(c). The managing underwriters in any such distribution shall be acceptable to the Investor registering Registrable Securities in such underwritten offering. Any Demand Registration Statement may, at the a Holder's request of the Holders submitting the Demand Notice, be a “shelf” registration pursuant to Rule 415, if available. (B) The Company shall use reasonable best efforts to keep each Demand Registration Statement filed pursuant to this Section 3.12(a)(ii) continuously effective and usable for the resale of the Registrable Securities covered thereby for a period of one hundred eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective, as such period may be extended pursuant to this Section 3.12(a)(ii)(B). The time period for which reallocated among the Company is required to maintain the effectiveness of any Demand Registration Statement shall be extended by the aggregate number of days of all suspension periods pursuant to Section 3.12(d) occurring with respect to such Demand Registration Statement. (C) The Company shall be entitled to suspend the use of any effective Registration Statement under this Section 3.12(a)(ii) under the circumstances set forth remaining requesting Holders in Section 3.12(da like manner). (D) For the avoidance of doubt, the rights provided pursuant to this Section 3.12(a)(ii) shall not be exercisable until the Effectiveness Deadline.