Common use of Demand Registrations Clause in Contracts

Demand Registrations. Section 3.1 At any time commencing after the expiration of the Lock-Up Period, each Holder (a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. Section 3.1 (a) At any time commencing (x) on or after December 31, 2015 one or more Holders Beneficially Owning Registrable Securities (A) representing at least fifteen percent (15%) of the then-outstanding shares of Registrable Securities or (B) that are reasonably expected to result in aggregate gross cash proceeds in excess of $50 million (without regard to any underwriting discount or commission), or (y) on or after the expiration one hundred and eightieth (180th) day following the occurrence of an Initial Public Offering, such Holders (the Lock-Up Period“Demanding Holders”) shall have the right, each Holder by delivering written notice to the Company (a “Demand HolderNotice”) may make a written request (each a “Demand Request”) for registration ), to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by such Holders and requested by such Demand Notice to be so registered (a “Demand Registration”) provided; however, that it shall be a condition to making a Demand Registration under clause (y) above that the aggregate offering price of the Registrable Securities to be registered by the Demanding Holders is at least $25,000,000. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or part a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) calendar days after such notice is given by the Company. (b) Following receipt of a Demand Notice, subject to Section 2(c), Section 4 and, Section 6 and Section 16(h), the Company will use its reasonable best efforts to file, as promptly as reasonably practicable (but not later than ninety (90) calendar days after receipt by the Company of such Demand Notice in the case of a registration made on Form S-1 or comparable successor form, as applicable, or sixty (60) calendar days in the case of any registration eligible to be made on Form S-3 or comparable successor form, as applicable), a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Demand Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof (and in any event in accordance with Section 5), provided that if such Demand Notice relates to a Shelf Registration Statement, the provisions of Section 4 shall apply. The Holders shall have the right to request two (2) registrations per year pursuant to this Section 2. Demanding Holders holding at least a majority of the Registrable Securities held by the Demanding Holders shall have the right to notify the Company that they have determined that the Registration Statement and/or Shelf Registration Statement relating to a Demand Registration be abandoned or withdrawn, in which event the Company shall promptly abandon or withdraw such HolderRegistration Statement and/or Shelf Registration Statement. In the event any registration attempted under this Section 2 pursuant to which the Company would be responsible for the Registration Expenses of the Holders is not consummated, then the Company shall pay such expenses and shall remain responsible for such expenses of the Holders with respect to two (2) consummated registrations per year made under this Section 2; provided, however, that if a registration attempted under this Section 2 is not consummated solely as a result of the withdrawal of the Holders requesting such registration, unless such Holders reimburse the Registration Expenses incurred by the Company, such Registration Statement shall count against the two (2) Registration Statements that the Company is required to a consummate per year. In any Demand Registration involving an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Demanding Holders, subject to approval of the Company not to be unreasonably withheld. (c) A Registration Statement filed pursuant to a Demand Notice may include Other Securities; provided, however, that the Company and any other such requesting holders agree in writing to enter into an underwriting agreement with usual and customary terms and to any lock-up or similar limitations applicable to the Holders. Notwithstanding any other provisions of this Section 2, if the representative of the underwriters advises the Holders and the Company in writing (a “Cutback Notice”) that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities requested to be registered so included together with all such Other Securities, then there shall be less than all included in such underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such Demand Holder’s Registrable Securitiesmanaging underwriter(s) can be sold without so adversely affecting such offering, the and such number of Registrable Securities requested to and Other Securities shall be registered shall, on the date that the Demand Request is delivered, allocated for inclusion as follows: (i) constitute at least three percent (3%first, to the Holder(s) requesting inclusion in such registration, pro rata among such Holder(s) on the basis of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed for which each such Holder has requested registration, (ii) second, to the Company for any securities it proposes to sell for its own account, and (iii) third, to the other holders requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration. If a Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such Person shall be sold excluded therefrom by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Requestwritten notice from the Company, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, underwriter or the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand RegistrationHolder(s). The Corporation securities so excluded shall use its commercially reasonable efforts to file a Registration Statement registering such also be withdrawn from registration. A registration shall not be counted as “consummated” for purposes of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; providedregistrations per year requirement if, howeveras a result of a Cutback Notice, fewer than fifty percent (50%) of the total number of Registrable Securities that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall Holders have requested to be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand included in such registration rightsstatement are actually included. (d) Except as provided in Section 3.4 A registration will not count as a Demand 2(b) with respect to withdrawn Registration until the statements, all Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral Expenses of the filing of a Registration Statement Holders incurred in connection with two (2) registrations per year requested pursuant to this Section 3.5 2 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public borne by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersCompany.

Demand Registrations. Section 3.1 At any time commencing after Following the expiration termination of the Initial Lock-Up PeriodTerm, each if a Shelf Registration Statement covering Registrable Securities pursuant to Section 7.2 is not effective (other than as permitted in accordance with this Section 7), any Holder (a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of in writing that all or part of the Registrable Securities held by them shall be registered under the Securities Act (a “Demand Registration Request,” and such Holder; providedRegistration Statement, howevera “Demand Registration Statement”). As promptly as practicable and no later than twenty (20) Business Days after receipt of such Demand Registration Request, that if the Company shall register all Registrable Securities that have been requested to be registered shall be less than in the Demand Registration Request. The Company will use commercially reasonable efforts to maintain the effectiveness of the Registration Statement filed pursuant to this Section 7.3 from once it is declared effective until the earlier of the date that (i) all of such Demand Holder’s Registrable Securities, the Registrable Securities requested have been sold pursuant to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding such Registration Statement or (ii) such Registrable Securities cease to be Registrable Securities. If Form S-3 is available to the Company, the Company shall not be required to effect more than two (2) registrations in any twelve (12) month period under this Section 7.3, and if Form S-3 is not available to the Company, the Company shall not be required to effect more than one (1) registration in any twelve (12) month period under this Section 7.3. In addition, notwithstanding the foregoing, the Company shall not have an aggregate minimum obligation to file a Demand Registration Statement unless (i) if Form S-3 is available to the Company, the Demand Registration Request relates to Registrable Securities having an expected market value of at least $25,000,000 before calculation 30,000,000, and (ii) if Form S-3 is not available to the Company, the Demand Registration Request relates to Registrable Securities having an expected market value of underwriting discounts and commissionsat least $75,000,000. Each Demand Request shall specify Notwithstanding any other provision of this Section 7.3, if the managing underwriter advises the Holders, as applicable, in writing that marketing factors require a limitation on the dollar amount or the number of shares to be underwritten, then the amount of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Requestregistered shall be reduced appropriately; provided that, the Corporation shall give written notice of such Demand Request to in any event, all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities held by the Investors and which are requested to be included must be included in such registration prior to any other shares of the Demand RegistrationCompany, including shares held by persons other than the Investors. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation Company shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of register securities for sale for its own account in any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement requested pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant 7.3 unless permitted to clause (a)(i), the material non-public information is made public do so by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer written consent of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such participating Holders.

Demand Registrations. Section 3.1 (a) At any time commencing (x) on or after December 31, 2015 one or more Holders Beneficially Owning Registrable Securities (A) representing at least fifteen percent (15%) of the then-outstanding shares of Registrable Securities or (B) that are reasonably expected to result in aggregate gross cash proceeds in excess of $50 million (without regard to any underwriting discount or commission), or (y) on or after the expiration one hundred and eightieth (180th) day following the occurrence of an Initial Public Offering, such Holders (the Lock-Up Period“Demanding Holders”) shall have the right, each Holder by delivering written notice to the Company (a “Demand HolderNotice”) may make a written request (each a “Demand Request”) for registration ), to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by such Holders and requested by such Demand Notice to be so registered (a “Demand Registration”); provided; however, that it shall be a condition to making a Demand Registration that is to be an underwritten offering under clause (y) above that the aggregate offering price of the Registrable Securities to be registered by the Demanding Holders in such underwritten Demand Registration is at least $25,000,000. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities, including whether such Demand Registration is to be an underwritten offering. Upon receipt of such Demand Notice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall have the right to request the Company to include all or part a portion of such other Holders’ Registrable Securities in such Demand Registration by written notice delivered to the Company within fifteen (15) calendar days after such notice is given by the Company. (b) Following receipt of a Demand Notice, subject to Section 2(c), Section 4 and, Section 6 and Section 16(h), the Company will use its reasonable best efforts to file, as promptly as reasonably practicable (but not later than ninety (90) calendar days after receipt by the Company of such Demand Notice in the case of a registration made on Form S-1 or comparable successor form, as applicable, or sixty (60) calendar days in the case of any registration eligible to be made on Form S-3 or comparable successor form, as applicable), a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Demand Holders (to the extent not prohibited by applicable Law) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof (and in any event in accordance with Section 5), provided that if such Demand Notice relates to a Shelf Registration Statement, the provisions of Section 4 shall apply. The Holders shall have the right to request two (2) registrations per year pursuant to this Section 2. Demanding Holders holding at least a majority of the Registrable Securities held by the Demanding Holders shall have the right to notify the Company that they have determined that the Registration Statement and/or Shelf Registration Statement relating to a Demand Registration be abandoned or withdrawn, in which event the Company shall promptly abandon or withdraw such HolderRegistration Statement and/or Shelf Registration Statement. In the event any registration attempted under this Section 2 pursuant to which the Company would be responsible for the Registration Expenses of the Holders is not consummated, then the Company shall pay such expenses and shall remain responsible for such expenses of the Holders with respect to two (2) consummated registrations per year made under this Section 2; provided, however, that if a registration attempted under this Section 2 is not consummated solely as a result of the withdrawal of the Holders requesting such registration, unless such Holders reimburse the Registration Expenses incurred by the Company, such Registration Statement shall count against the two (2) Registration Statements that the Company is required to a consummate per year. In any Demand Registration involving an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Demanding Holders, subject to approval of the Company not to be unreasonably withheld. (c) A Registration Statement filed pursuant to a Demand Notice may include Other Securities; provided, however, that the Company and any other such requesting holders agree in writing to enter into an underwriting agreement with usual and customary terms and to any lock-up or similar limitations applicable to the Holders. Notwithstanding any other provisions of this Section 2, if the representative of the underwriters advises the Holders and the Company in writing (a “Cutback Notice”) that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Registration Statement, exceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the Registrable Securities requested to be registered so included together with all such Other Securities, then there shall be less than all included in such underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such Demand Holder’s Registrable Securitiesmanaging underwriter(s) can be sold without so adversely affecting such offering, the and such number of Registrable Securities requested to and Other Securities shall be registered shall, on the date that the Demand Request is delivered, allocated for inclusion as follows: (i) constitute at least three percent (3%first, to the Holder(s) requesting inclusion in such registration, pro rata among such Holder(s) on the basis of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed for which each such Holder has requested registration, (ii) second, to the Company for any securities it proposes to sell for its own account, and (iii) third, to the other holders requesting inclusion in the registration, pro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration. If a Person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such Person shall be sold excluded therefrom by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Requestwritten notice from the Company, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, underwriter or the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand RegistrationHolder(s). The Corporation securities so excluded shall use its commercially reasonable efforts to file a Registration Statement registering such also be withdrawn from registration. A registration shall not be counted as “consummated” for purposes of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; providedregistrations per year requirement if, howeveras a result of a Cutback Notice, fewer than fifty percent (50%) of the total number of Registrable Securities that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall Holders have requested to be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand included in such registration rightsstatement are actually included. (d) Except as provided in Section 3.4 A registration will not count as a Demand 2(b) with respect to withdrawn Registration until the statements, all Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral Expenses of the filing of a Registration Statement Holders incurred in connection with two (2) registrations per year requested pursuant to this Section 3.5 2 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public borne by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersCompany.

Demand Registrations. Section 3.1 At any time commencing after (a) Each Holder shall have the expiration right, subject to the terms of this Agreement, to require the Company to register for offer and sale under the Securities Act all or a portion of the Lock-Up PeriodRegistrable Securities then owned by such Holder subject to the requirements and limitations in this Section 2. In order to exercise such right, each the Holder (the “Demanding Holder”) must give written notice to the Company (a “Demand HolderNotice”) may make a written request (each a “Demand Request”) for registration requesting that the Company register under the Securities Act the offer and sale of Registrable Securities (i) having a market value on the date the Demand Notice is received (the “Demand RegistrationDate”) of at least $50 million based on the then prevailing market price, (ii) representing at least 5% of the outstanding Common Stock (on a fully diluted basis) or (iii) representing all or part of the Registrable Securities then held by such Holder; provided, however, that if Holder and its Affiliates. Upon receipt of the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable SecuritiesNotice, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, Company shall (i) constitute at least three percent (3%) promptly notify the other Holders of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request Notice, (the “Demand Filing Date”ii) prepare and shall use commercially reasonable efforts to cause the same to be declared effective by file with the Commission as promptly soon as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not event later than 90 days after the Demand Filing Date if: a Demand Registration Statement relating to the offer and sale of the Applicable Securities on any available form requested by the Demanding Holder (awhich 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) there is and (iii) use reasonable efforts to cause such Demand Registration Statement to be declared effective under the Securities Act as promptly as practicable. The Company shall use reasonable efforts to have each Demand Registration Statement remain effective until the earlier of (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or two years (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause shelf Demand Registration Statement) or 90 days (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause any other Demand Registration Statement) from the Effective Time of such Registration Statement and (a)(ii), ii) such time as all of the significant business opportunity is disclosed Applicable Securities have been disposed of by the Corporation Electing Holders. (b) The Company shall have the right to postpone (or, if necessary or is terminatedadvisable, withdraw) the filing, or (z) in to delay the case of a deferral pursuant to clause (b)effectiveness, the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant or offers and sales of Applicable Securities registered under a shelf Demand Registration Statement if the board of directors of the Company determines in good faith that such Registration would interfere with any pending financing, acquisition, corporate reorganization or other corporate transaction involving the Company or any of its Subsidiaries, or would otherwise be seriously detrimental to the Company and its Subsidiaries, taken as a whole, and furnishes to the Electing Holders a copy of a resolution of the board of directors of the Company setting forth such determination; provided, however, that the Company may postpone a Demand Registration or offers and sales of Applicable Securities under a shelf Demand Registration Statement no more than once in any 12 month period and that no single postponement shall exceed 90 days in the aggregate. The Company shall advise the Electing Holders of any such determination as promptly as practicable. (c) Notwithstanding anything in this Section 3.52, the Corporation Company shall promptly (but in not be obligated to take any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to action under this Section 3.5 2: (i) with respect to more than four non-shelf Demand Registration Statements relating to underwritten offerings which have become effective and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of which covered all the Registrable Securities being registered on the requesting to be included therein, or (ii) with respect to more than two shelf Demand Registration Statement filed Statements which have become and remained effective as required by this Agreement. (d) The Company may include in any registration requested pursuant to such Demand Request upon providing written notice Section 2(a) hereof other securities for sale for its own account or for the account of another Person, subject to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in following sentence. In connection with any offering described in Section 3.1 of this Annex Aan underwritten offering, if the managing underwriter shall impose a limitation on advises the Company and the Electing Holders in writing that in its opinion the number of shares 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 Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary offering (with respect to effect an orderly public distribution, then, in the discretion of such managing underwriterany offering, the Corporation “Maximum Number”), the Company shall include such Maximum Number in such Registration Statement only such portion of as follows: (i) first, the Registrable Applicable Securities with respect requested to which such Holders have be registered by the Demanding Holder, (ii) second, the Applicable Securities requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall to be excluded from the Registration Statement unless all included by any other securities of the Corporation Electing Holders, if any, (including iii) third, any securities proposed to be registered included by the Corporation Company and (iv) fourth, any other securities requested to be included in such Registration. 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) The Demanding Holder shall have the right to withdraw its own account) Demand Notice (in which case such Demand Notice shall be deemed never to have been so excludedgiven for purposes of Section 2(a)) (i) at any time prior to the time the Demand Registration Statement has been declared or becomes effective if the Demanding Holder reimburses the Company 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 the Demanding Holder, (iv) there has been a material adverse change in market conditions or in the Company’s business, financial condition, results of operations or prospects since the date of such Demand Notice, or (v) if the Company exercises any of its rights under Section 2(b) of this Agreement. Any exclusion of Registrable Securities If the Holders withdraw a Demand Notice pursuant to this Section 2(e) and the Company nevertheless decides to continue with the Registration as to securities other than the Applicable Securities, then the Holders shall be made pro rata among entitled to participate in such Holders seeking Registration pursuant to include Section 3 hereof, but in such shares, in proportion case the Intended Offering Notice must be given to the number Holders at least 10 business days prior to the anticipated filing date of the Registration Statement and the Holders shall be required to give the Piggyback Notice no later than five business days after the Company’s delivery of such shares owned Intended Offering Notice. (f) If any Registration pursuant to this Section 2 shall relate to an underwritten offering, the Demanding Holder shall select the managing underwriter or underwriters with the consent of the Company, which consent shall not be unreasonably withheld or delayed, and the right of any other Holder to participate therein shall be conditioned upon such Holder’s participation in the underwriting agreements and arrangements required by such Holdersthis Agreement.

Demand Registrations. Section 3.1 At If, at any time commencing after one year after a Qualified Initial Public Offering, and subject to Section 10.5, (i) a Limited Partner or any Affiliate of such Limited Partner (including for purposes of this Section 10.1, any Person that is an Affiliate of a Limited Partner at the expiration date hereof notwithstanding that it may later cease to be an Affiliate of such Limited Partner) holds Limited Partnership Interests that it desires to sell and (ii) Rule 144 of the Lock-Up PeriodSecurities Act (or any successor rule or regulation to Rule 144) or another exemption from registration is not available to enable such holder of Limited Partnership Interests (each, each Holder (a “Demand Holder”) may make a written request (each a “Demand Request”) for to dispose of the number of Limited Partnership Interests it desires to sell without registration under the Securities Act (a “Demand Registration”) of all or part Act, then at the option and upon the request of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request Partnership shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after receiving such filing. Both request, and use all commercially reasonable efforts to cause to become effective and remain effective for a period of not less than 180 days following its effective date or such shorter period as shall terminate when all Limited Partnership Interests covered by such registration statement have been sold, a registration statement under the Demand Request Securities Act registering the offering and any request sale of the number of Limited Partnership Interests specified by the Holder (including Limited Partnership Interests eligible to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder sold pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand RequestsRule 144); provided, however, that the Partnership shall not be required to effect more than two registrations pursuant to Section 10.1 and Section 10.2 at the request of Adena or more than one registration pursuant to Section 10.1 and Section 10.2 at the request of each of Western Pocahontas, Great Northern and New Gauley; provided further, however, that if the Corporation meets General Partner determines that the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall requested registration would be entitled materially detrimental to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed Partnership and its Partners because such registration would (ix) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is materially interfere with a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any mergeracquisition, consolidation, tender offer reorganization or other similar transactiontransaction involving the Partnership, (y) available require premature 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, then the Corporation which Partnership shall have the Board reasonably determines right to postpone such requested registration for a period of not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral more than three months after receipt of the filing of a Registration Statement Holder’s request, such right pursuant to this Section 3.5 shall 10.1 and Section 10.2 not to be liftedutilized more than twice in any twelve-month period. At the Partnership’s election, and the requested Registration Statement shall Partnership may satisfy its obligations under this Section 10.1 with a “shelf” registration statement on an appropriate form under Rule 415 under the Securities Act or any similar rule that may be filed forthwith, if, (x) adopted by the Commission. Except as provided in the case first sentence of a deferral pursuant to clause (a)(i)this Section 10.1, the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request Partnership shall be deemed not to have been made for purposes used all commercially reasonable efforts to keep the registration statement effective during the applicable period if it voluntarily takes any action that would result in Holders of Limited Partnership Interests covered thereby not being able to offer and sell such Limited Partnership Interests at any time during such period, unless such action is required by applicable law. In connection with any registration pursuant to the first sentence of this Annex A. Section 3.6 If10.1, the Partnership shall (i) promptly prepare and file (A) such documents as may be necessary to register or qualify the securities subject to such registration under the securities laws of such states as the Holder 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 as a foreign corporation or partnership doing business in such jurisdiction solely as a result of such registration, and (B) such documents as may be necessary to apply for listing or to list the Limited Partnership Interests subject to such registration on such national securities exchange or national quotation system on which the Limited Partnership Interests are listed or quoted for trading as such Holder shall reasonably request, and (ii) do any and all other acts and things that may be necessary or appropriate to enable the Holder to consummate a public sale of such Limited Partnership Interests in such states. Except as set forth in Section 10.4, all expenses incurred in connection with one and only one registration and offering demanded by Adena pursuant to this Section 10.1 or Section 10.2 (other than the underwriters’ and brokers’ discounts and commissions and fees and disbursements of counsel for the Holders), including without limitation all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, reasonable fees and expenses of counsel to the Partnership (selected by the General Partner) and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be paid by the Partnership, without reimbursement by the Holders, it being understood and agreed that thereafter all expenses incurred in connection with any other registration and offering described demanded pursuant to this Section 10.1 or Section 10.2, including without limitation underwriters’ and brokers’ discounts and commissions relating to Limited Partnership Interests included in such registration by each Holder participating in such offering, all federal and “blue sky” registration, filing and qualification fees, printer’s and accounting fees, fees and expenses of counsel for such Holders, reasonable fees and expenses of one counsel to the Partnership (selected by the General Partner), and reasonable road show expenses (including aircraft charter fees (if any) and other travel expenses), shall be borne by the participating Holders. Each Holder participating in the registration and offering pursuant to this Section 3.1 of this Annex A, the managing underwriter 10.1 and each Holder participating in such registration and offering pursuant to Section 10.3 shall impose a limitation bear such Holder’s proportionate share (based on the number total amount of shares of Common Stock which may be Limited Partnership Interests included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion registration) of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered expenses payable by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such participating Holders.

Demand Registrations. Section 3.1 (a) At any time commencing after and from time to time, the expiration of Holders’ Representative shall have the Lock-Up Period, each Holder right by delivering a written notice to the Company (a “Demand HolderNotice”) may make a written request (each a “Demand Request”) for registration to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities owned by Holders and requested by such Demand Notice to be so registered (a “Demand Registration”) of all or part of the Registrable Securities held by such Holder); provided, however, that a Demand Notice may only be made if the amount of Registrable Securities requested to be registered is either (i) at least 1,800,000 shares of Registrable Securities or (ii) if the total amount of Registrable Securities owned by the Holders is less than 1,800,000 shares, such total number of shares of Registrable Securities. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of a Demand Notice, the Company shall use its best efforts to file, as promptly as reasonably practicable, but not later than, 60 days with respect to any underwritten offering, or 30 days with respect to any other offering, after receipt by the Company of such Demand Notice (subject to paragraph (e) of this Section 2.1), a Registration Statement relating to the offer and sale of the Registrable Securities requested to be registered included therein by the Holders thereof in accordance with the methods of distribution elected by such Holders (a “Demand Registration Statement”) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (b) No securities shall be less than all included under any Demand Registration Statement related to an underwritten offering without the written consent of such Demand Holder’s Registrable Securitiesthe Holders’ Representative, the except Registrable Securities requested to be included therein pursuant to Section 2.1(a). Subject to the preceding sentence, if any of the Registrable Securities registered shallpursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, on and the date managing underwriter(s) of such underwritten offering advise the Holders in writing that it is their good faith opinion that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding total number or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand RequestRegistration Statement, exceeds the Corporation shall give written notice total number or dollar amount of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such noticesecurities that can be sold without having an adverse effect on the amount, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any price, timing or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such distribution of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after so included together with all such filing. Both the Demand Request and any request to join Other Securities, then there shall be included in such Demand Request shall be considered a single Demand Request. Any inclusion offering the number or dollar amount of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice and such Other Securities that in the opinion of a non-requesting holder to join a Demand Requestsuch managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be deemed to have been effected pursuant to a single Demand Requestallocated for inclusion as follows: (i) first, the Registrable Securities for which inclusion in such demand offering was requested by the Holders, pro rata (if applicable) as nearly as practicable, based on the number of Registrable Securities Beneficially Owned by each such Holder; and (ii) second, among any holders of Other Securities, pro rata as nearly as practicable, based on the number of Other Securities Beneficially Owned by each such holder. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assigneesc) The Holders collectively shall be entitled to deliver request no more than two three Demand Registrations of the Company, and in no event shall the Company be required to effect more than one Demand Registration in any six month period. (2d) In the event of a Demand Requests; providedRegistration, howeverthe Company shall use its reasonable best efforts to maintain the continuous effectiveness of the applicable Registration Statement for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. For the avoidance of doubt, that if the Corporation meets foregoing sentence is not intended to limit the eligibility requirements for using obligation of the Company to maintain the continuous effectiveness of the Short-Form S-3, then this limitation shall not apply. In addition, no Holder Registration contemplated by Section 2.1(h) as required by Section 2.1(h). (e) The Company shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing postpone (but not more than once in any six-month period), for a reasonable period of time not in excess of 60 days (and not for periods exceeding, in the preparation) of aggregate, 90 days during any twelve-month period), the filing or initial effectiveness of, or suspend the use of, a Registration Statement required if the Company delivers to the Holders’ Representative a certificate signed by this Section 3 until both the Chief Executive Officer and Chief Financial Officer of the Company certifying that, in such officers’ good faith judgment, (A) such registration, offering or use would reasonably be expected to materially adversely affect or materially interfere with a date not later than 90 days after material pending financing, acquisition, disposition, corporate reorganization, merger, public offering of securities, or other material transaction involving or being contemplated by the Demand Filing Date if: Company, or other similarly material events then concerning the Company, (aB) there the Company is (i) in possession of material non-public information regarding not otherwise then required by Law to be publicly disclosed and that the Corporation which the Board reasonably determines Company deems advisable not to disclose in such Registration Statement, or (C) a requirement to include pro forma information, which requirement the Company is reasonably unable to comply with at such time. (f) The Holders’ Representative shall have the right to notify the Company that it has determined that the Registration Statement relating to a Demand Registration be abandoned or withdrawn, in which event the Corporation’s best interest Company shall promptly abandon or withdraw such Registration Statement. (g) No request for registration will count for the purposes of the limitations in Section 2.1(c) if: (A) the Holders’ Representative determines in good faith to disclose and which withdraw the Corporation proposed registration prior to the effectiveness of the Registration Statement relating to such request due to marketing conditions or regulatory reasons relating to the Company, (B) the Registration Statement relating to such request is not otherwise required to disclose or (ii) there declared effective within 60 days of the date such Registration Statement is a significant business opportunity (including but not limited to first filed with the acquisition or disposition of assets SEC (other than in solely by reason of the ordinary course of business) or any mergerapplicable Holders having refused to proceed), consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (bC) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral sale of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority at least 90% of the Registrable Securities being registered on included in the Registration Statement filed applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other Governmental Entity or court, (D) more than 25% of the Registrable Securities requested by the Holders to be included in the registration are not so included pursuant to Section 2.1(b), or (E) the conditions to closing specified in any underwriting agreement or purchase agreement entered into in connection with the registration relating to such Demand Request upon providing written notice request are not satisfied (other than as a result of a material default or breach thereunder by the applicable Holders). Except for any registration withdrawn pursuant to the Corporation; if withdrawnone of (A) through (E) above or Section 2.2(a), the Demand Request Selling Holders shall be deemed not to have been made reimburse the Company for purposes of this Annex A. Section 3.6 If, all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with any offering described registration which is not completed solely due to actions or elections of the Holders. (h) In addition to the foregoing, the Company will use its reasonable best efforts to qualify for registration on Form S-3 (including, if available, an automatic shelf registration statement for a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act) or any comparable or successor form or forms or any similar short-form registration (“Short-Form Registration”) and such Short-Form Registration shall be filed by the Company as promptly as practicable and shall constitute a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis (notwithstanding anything to the contrary in Section 3.1 of this Annex A2.1(d)) of, the managing underwriter shall impose a limitation on Registrable Securities, pursuant to Rule 415 under the number of shares of Common Stock which may be included in Securities Act, to permit the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion distribution of the Registrable Securities in accordance with respect the methods of distribution elected by the Holders, including by means of an underwritten offering. Upon filing a Short-Form Registration, the Company shall use its reasonable best efforts to which keep such Short-Form Registration effective with the SEC at all times and any Short-Form Registration shall be re-filed upon its expiration, and, subject to Section 2.1(e), the Company shall cooperate in any shelf take-down by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the Holders’ Representative or as otherwise required, until the Holders have requested inclusion pursuant hereto as such limitation permits. No shares of no longer hold Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such sharesin each case, in proportion notwithstanding anything to the number of such shares owned by such Holderscontrary in Section 2.1(d)).

Demand Registrations. Section 3.1 At any time commencing (a) From and after the expiration first anniversary of the LockClosing and until the date on which the Shareholders collectively Beneficially Own less than 5% of the then outstanding Voting Securities, the holders of Registrable Securities shall have the right, by written notice delivered to the Company by or on behalf of the holders of at least fifty-Up Periodone percent (51%) of the outstanding Registrable Securities, each Holder to require the Company to register (a the “Initial Demand HolderRegistration”) may make a written request (each a “Demand Request”) for registration under the Securities Act up to one hundred percent (a 100%) of the Registrable Securities. The Initial Demand Registration is exercisable once. Subsequent to the Initial Demand Registration, the holders of Registrable Securities then outstanding shall have the right, by written notice delivered to the Company by or on behalf of the holders of at least fifty-one percent (51%) of the remaining Registrable Securities, to require the Company to register (the “Second Demand Registration”) under the Securities Act up to one hundred percent (100%) of all or part of the such remaining Registrable Securities held by such Holderas were not sold pursuant to the Initial Demand Registration; provided, however, that if the Registrable Securities requested to be registered shall be less fewer than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three ten percent (310%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed outstanding immediately prior to be sold by such the effectiveness of the Initial Demand Holder. Section 3.2 Within 15 days after receipt of each Demand RequestRegistration (as adjusted for stock dividends, stock splits and similar transactions) are outstanding at the time, the Corporation shall give written notice holders of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders Registrable Securities shall provide written notice not be entitled to the Corporation of their intention to have any or all of their Registrable Securities be included in the Second Demand Registration. The Corporation Second Demand Registration is exercisable once and not prior to six months after the effective date of the Registration Statement filed pursuant to the Initial Demand Registration. The Company shall file each Demand Registration and use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable best efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both SEC within 120 days of the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion date on which the holders of Registrable Securities owned by a first give the written notice for such Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand RequestsRegistration; provided, however, that if such written notice is given within 270 days of a Public Offering of the Corporation meets Company and the eligibility requirements managing underwriter of the Public Offering advises the Company that effecting the Demand Registration at the time requested would have a material adverse effect on the market for using Form S-3the Company’s securities, then this limitation the Company may defer its obligation to file the Demand Registration for such period of time, not extending beyond the 270th day after the Public Offering, as is recommended by such managing underwriter. If any Demand Registration is requested to be a “shelf” registration, the Company shall not applyuse its reasonable best efforts to keep the Registration Statement filed in respect thereof effective for a period of twelve months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Section 5.2(a)) or such shorter period which will terminate when all Registered Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. In additionNotwithstanding anything herein to the contrary, no Holder shall be entitled the Company may, one time in any 12 month period for up to deliver a maximum of 90 days, delay the filing of any Demand Request within 90 days after Registration, suspend the effectiveness of any Registration Statement filed and/or give a notice for purposes of the last paragraph of Section 5.3, as appropriate, if the Company shall have determined, upon advice of counsel, that it would be required to disclose any significant corporate development which disclosure would have a material effect on the Company, by giving notice in accordance with Section 5.3(c)(7) (i) a “Suspension Period”); provided, that, the period of time which the Demand Registration is required to be effective shall be increased by the Corporation pursuant to an Underwritten Offering by number of days of the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until Suspension Period if the Registration Statement registering the shares effectiveness of such Demand Request has been declared effective by Registration was suspended, but not beyond eighteen (18) months; and provided, further, that after the Commission (unless termination of the Demand Holder withdraws all of its Registrable Securities and Suspension Period the Corporation has performed its Company shall comply with the obligations hereunder set forth in all material respects, in which case such demand will count as a Demand RegistrationSection 5.3(1). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. Section 3.1 (a) At any time commencing after following the expiration date on which all Conversion Shares have been registered for resale pursuant to Section 2 hereof (the “Permitted Request Date”), (i) a Holder or Holders owning 25% or more in interest of the Lock-Up Period, each Holder Registrable Securities (other than the Conversion Shares) (the “Initiating Holders”) may request that the Company file a Registration Statement providing for the resale of all Registrable Securities then held by the Initiating Holders by giving written notice (a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand RegistrationNotice”) of all or part of such demand to the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered Company. The Demand Notice shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify describe the number of shares of Registrable Securities proposed intended to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt disposed of each Demand Request, and the Corporation intended method of disposition. The Company shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, then prepare and file with the non-requesting Holders shall provide written notice Commission on or prior to the Corporation Additional Filing Date, a “resale” Registration Statement providing for the resale of their intention to have any or all of their Registrable Securities be included in the Demand RegistrationNotice for an offering to be made on a continuous basis pursuant to Rule 415. The Corporation Any such Registration Statements shall use its commercially reasonable efforts be on Form SB-2 (except if the Company is not then eligible to file a Registration Statement registering register for resale such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using on Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respectsSB-2, in which case such demand will count as a Demand Registrationregistrations shall be on another appropriate form in accordance herewith and the Securities Act and the rules promulgated thereunder). Section 3.5 The Corporation may defer the filing (but not the preparation) of a . Each such Registration Statement required by this Section 3 until a date not later than 90 days after shall cover to the Demand Filing Date if: extent allowable under the Securities Act and the rules promulgated thereunder (a) there is including Rules 415 and 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall (i) material non-public information regarding not permit any securities other than the Corporation which the Board reasonably determines not Registrable Securities to be included in the Corporation’s best interest to disclose any such Registration Statement and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including use its reasonable best efforts to cause any such Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but not limited in any event prior to the acquisition applicable Effectiveness Date, and to keep any such Registration Statement continuously effective under the Securities Act until such date as is the earlier of (x) the date when all Registrable Securities covered by such Registration Statement have been sold or disposition of assets (other than in y) the ordinary course of businessdate on which the Registrable Securities may be sold without any restriction pursuant to Rule 144(k) or any merger, consolidation, tender offer or other similar transaction) available as determined by the counsel to the Corporation which Company pursuant to a written opinion letter, addressed to the Board reasonably determines not Company’s transfer agent to be in such effect (the Corporation’s best interest to disclose; or“Effectiveness Period”). The Company shall request that the effective time of any such Registration Statement is 5:00 p.m. Eastern Time on the effective date. (b) prior In the event that the Company is unable to receiving register for resale under Rule 415 all of the Demand RequestRegistrable Securities on any of the Registration Statements that it has agreed to file pursuant to the first sentence of this Section 2A(a) due to limits imposed by the Commission’s interpretation of Rule 415 of Regulation C, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of Company will file a Registration Statement under the Securities Act with the Commission covering the resale by the Purchasers of such lesser amount of the Registrable Securities (in the proportions set forth in the last sentence of this Section 2A(b)) as the Company is able to register pursuant to the Commission’s interpretation of Rule 415 and use its reasonable best efforts to have such Registration Statement become effective as promptly as possible, and, when permitted to do so by the Commission, to file subsequent registration statement(s) under the Securities Act with the Commission covering the resale of any Registrable Securities that were omitted from its prior Registration Statements filed with the Commission pursuant to this Section 3.5 2A(b) and use its reasonable best efforts to have such registration declared effective as promptly as possible. In furtherance of the Company’s obligations set forth in the preceding sentence, the parties hereby agree that in the event that any Holder shall be lifted, and deliver to the requested Registration Statement shall be filed forthwith, if, Company a written notice at any time after the later of (x) in the case of a deferral pursuant to clause (a)(i), date which is six months after the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer Effectiveness Date of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the latest Registration Statement filed pursuant to Section 2A(a) or 2A(b) hereof, as applicable, or (y) the date on which all Registrable Securities registered on all of the prior Registration Statements filed pursuant to Section 2A(a) and 2A(b) hereof are sold, that the Company shall file, within 30 days following the date of receipt of such Demand Request upon providing written notice to the Corporation; if withdrawnnotice, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the an additional Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in registering any Registrable Securities that were the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion subject of the Registrable Securities with respect to which applicable Demand Notice that were omitted from such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the prior Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersStatements.

Demand Registrations. Section 3.1 At any time commencing at least 180 days after the expiration effective date of any registration statement covering the Lock-Up PeriodIPO, each Holder (a “"Demand Holder”") may make a written request (each a “"Demand Request”") for registration under the Securities Act (a “"Demand Registration”") of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three five percent (35%) of the shares of Common Stock outstanding outstanding, or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities Shares proposed to be sold by such Demand HolderStockholder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation Company shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation and shall use its commercially reasonable best efforts to file a Registration Statement registering cause such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making giving the initial Demand Requestnotice of intent to offer) to be filed with the Commission not later than 120 days after receipt of such a Demand Request (the “"Demand Filing Date”") and shall use all commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities Shares owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join in a prior Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation Company pursuant to an Underwritten Offering by the Corporation Company other than the IPO or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request it has been declared become effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation Company has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration); provided, that if, after it has become effective, an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the Commission or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration. Section 3.5 The Corporation Company may defer the filing (but not the preparation) of a Registration Statement registration statement required by this Section 3 until a date not later than 90 120 days after the Demand Filing Date if: (a) at the time the Company receives the Demand Request, there is (i) material non-public information regarding the Corporation Company which the Board reasonably determines not to be in the Corporation’s Company's best interest to disclose and which the Corporation Company is not otherwise required to disclose disclose, or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation Company which the Board reasonably determines not to be in the Corporation’s Company's best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation Company had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement registration statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement registration statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the CorporationCompany, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation Company or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s Company's account is abandoned. In order to defer the filing of a Registration Statement registration statement pursuant to this Section 3.5, the Corporation Company shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation Company stating that the Corporation Company is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) 20 days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing holders of a majority of the Registrable Securities being registered on held by the Registration Statement filed pursuant to Demand Holder and for which registration was previously requested may withdraw such Demand Request upon providing by giving written notice to the CorporationCompany; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. Section 3.1 (a) At any time commencing after following March 1, 2013 and prior to the expiration date on which the Company shall have obtained a written opinion of legal counsel reasonably satisfactory to the Shareholders (it being agreed that ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP (“▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) is reasonably satisfactory) and addressed to the Company and the Shareholders to the effect that the Shares may be publicly offered for sale in the United States by the Shareholders or any Subsidiary Holder without restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act (such period, the “Demand Period”), PAI shall have the right on one occasion and Sofinnova shall have the right on one occasion to require the Company to file a registration statement under the Securities Act in respect of all or a portion of the Lock-Up PeriodRegistrable Securities by delivering to the Company written notice, each Holder signed by holders of the Registrable Securities representing 25% of the then outstanding shares of Registrable Securities, stating that such right is being exercised, specifying the number of the Registrable Securities to be included in such registration and describing the intended method of distribution thereof, provided that such Registrable Securities have an aggregate value of at least $5,000,000 (a “Demand Holder”) may make a written request (each a “Demand Request”). As promptly as practicable, but in no event later than forty-five (45) days after the Company receives a Demand Request, the Company shall effect such Demand Request pursuant to the Shelf Registration (it being understood that the Company shall also maintain the Shelf Registration available for registration under the Securities Act (a “Demand Registration”) resales of all or part of the Registrable Securities held by such Holderthe Shareholders in accordance with Section 3.1A); provided, however, that if the Company shall not be permitted by applicable law (including without limitation the rules and regulations promulgated by the SEC) to effect such Demand Request pursuant to the Shelf Registration, then the Company shall file with the SEC and thereafter use its best efforts to cause to be declared effective promptly a registration statement (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested) (such registration as described in this sentence, a “Demand Registration”) providing for the registration of such number of Registrable Securities requested to the Shareholders shall have demanded be registered for distribution in accordance with such intended method of distribution. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be less than all entitled to postpone and delay, for a reasonable period of such Demand Holder’s Registrable Securitiestime, not to exceed ninety (90) days in the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, case of clauses (i) constitute at least three percent and (3%ii) below, or thirty (30) days in the case of clause (iii) below (each, a “Blackout Period”), the filing of any Demand Registration if the Company shall determine that any such filing or the offering of any Registrable Securities would (i) in the good faith judgment of the shares Board, unreasonably impede, delay or otherwise interfere with any pending or contemplated material acquisition, corporate reorganization or other similar material transaction involving the Company (each, a “Material Transaction”), (ii) based upon advice from the Company’s investment banker or financial advisor, materially adversely affect any pending or contemplated financing, offering or sale of Common Stock outstanding any class of securities by the Company, or (iii) in the good faith judgment of the Board require disclosure of material non-public information (other than information relating to an event described in clause (i) or (ii) have an aggregate minimum market value of this subSection (b) which, if disclosed at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to such time, would be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice materially harmful to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such interests of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) Company and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requestsstockholders; provided, however, that if in the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled case of a Blackout Period pursuant to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed clause (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf above, the Blackout Period shall earlier terminate upon the completion or abandonment of the relevant securities offering or sale, financing, acquisition, corporate reorganization or other similar material transaction unless the Blackout Period is also permitted for a different reason under clauses (i), (ii) or (iii); and provided, further, that in the case of a Blackout Period pursuant to clause (iii) above, the Company shall give written notice of its determination to postpone or delay the filing of any Demand Holder Registration and in the case of clause (iii) above, the Blackout Period shall earlier terminate upon public disclosure by the Company or public admission by the Company of such material non-public information or such time as such material non-public information shall be publicly disclosed without breach by the Shareholders of the penultimate sentence of this subSection (b); and provided, further, that in the case of a Blackout Period pursuant to clause (i), (ii) or (iii) above, the Company shall furnish to the Shareholders a certificate of an executive officer of the Company to the effect that an event permitting a Blackout Period has occurred. Notwithstanding anything herein to the contrary, the Company shall not exercise pursuant to clause (i) or (ii) of the preceding sentence the right to postpone or delay the filing of any Demand Registration more than twice in any twelve (12) month period. Upon notice by the Company to each Shareholder of any such determination, each 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 (iii) above or Section 3.1(c) below, promptly halt any offer, sale, trading or transfer by it or any other holder of demand registration rights. Section 3.4 A registration 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, 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 not count as a deliver to the Company any copies then in such 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 the Shareholders, the Company shall effect the filing of the relevant Demand Registration until and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless the Registration Statement registering Shareholders shall have, prior to the shares effective date of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of Registration, withdrawn in writing its Registrable Securities and the Corporation has performed its obligations hereunder in all material respectsinitial request, in which case such demand will count as withdrawn request shall not constitute a Demand RegistrationRegistration for purposes of determining the number of Demand Registrations to which the Shareholder is entitled under this Agreement. (c) Anything in this Agreement to the contrary notwithstanding, in case a Demand Registration has been filed, if a Material Transaction has occurred, the Company may cause such Demand Registration to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Demand Registration for a reasonable period of time, not to exceed ninety (90) days; provided, however, that in no event shall a Demand Registration so withdrawn by the Company count for the purposes of determining the number of Demand Registrations to which the Shareholders are entitled under Section 3.1(a). Section 3.5 (d) The Corporation Shareholders may defer the filing (withdraw a Demand Request in circumstances including, but not limited to, the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is following: if (i) the Company is in material non-public information regarding the Corporation which the Board reasonably determines breach of its obligations hereunder and has not cured such breach after having received notice thereof and a reasonable opportunity to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose do so or (ii) there is the withdrawal occurs during a significant business opportunity Blackout Period. Any Demand Request withdrawn (including but not limited x) pursuant to the acquisition or disposition of assets subSection (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (bd)(ii) prior to receiving such Demand Registration becoming effective or (y) pursuant to subSection (d) (i) shall not constitute a Demand Registration for the purposes of determining the number of Demand RequestRegistrations to which the Shareholders are entitled under Section 3.1(a). For the avoidance of doubt, any Demand Request withdrawal not contemplated by subsections (d)(i) or (d)(ii) shall constitute a Demand Registration for the Board had determined purposes of determining the number of Demand Registrations to effect an Underwritten Offering which the Shareholders are entitled under Section 3.1(a) unless the Shareholders reimburse the Company for all expenses related to such registration and the Corporation had taken substantial steps and is proceeding with reasonable diligence withdrawal. (e) The Company may elect to effect such offering. A deferral of the filing of a Registration Statement include in any registration statement filed pursuant to this Section 3.5 shall 3.1 any securities to be liftedissued by it or held by any of its subsidiaries or by any other shareholders only to the extent such securities are offered and sold pursuant to, and on the requested Registration Statement shall be filed forthwithterms and subject to the conditions of, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public any underwriting agreement or distribution arrangements entered into or effected by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 Shareholders and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice only to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, extent the managing underwriter shall impose thereof does not reasonably and in good faith advise the Shareholders prior to the consummation of any Demand Registration that the inclusion in such registration statement of any such securities to be issued by the Company or sold by any of its subsidiaries or any other shareholder will not create a limitation on substantial risk that the price per share of Registrable Securities that the Shareholders will derive from such Demand Registration will be materially and adversely affected or that the number of shares of Common Stock which may securities sought to be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation registered (including any securities proposed sought to be registered at the request of the Company and any other shareholder and those sought to be registered by the Corporation Shareholders) is a greater number than can be reasonably sold. (f) The managing underwriter for its own account) have been so excluded. Any exclusion of Registrable Securities any Demand Registration shall be made pro rata among selected by the Shareholders, provided that such Holders seeking to include such shares, in proportion to the number managing underwriter or underwriters shall be of such shares owned by such Holdersrecognized international standing.

Demand Registrations. Section 3.1 At any time commencing at least 180 days after the expiration effective date of a registration statement on Form S-1 covering the Lock-Up PeriodIPO, each Holder either CalPERS or Nomura (a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part of the Registrable Securities held by such Demand Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute in the aggregate at least three 20 percent (3%) of the shares of Common Stock outstanding Registrable Securities then issued and outstanding, or (ii) have an aggregate minimum market value of at least $25,000,000 US$15 million before calculation of underwriting discounts and commissions, based on the closing trading price of shares of Common Stock on the date that the Demand Request is delivered. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Notwithstanding any other provisions in this Agreement, the Company shall not be obligated to take any action to effect more than two Demand Registrations pursuant to this Section 3. Section 3.2 Within 15 10 days after receipt of each a Demand Request, the Corporation Company shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation and shall use its commercially reasonable best efforts to file a Registration Statement registering cause such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making giving the initial Demand Requestnotice of intent to offer) to be included in a registration statement to be filed with the Commission not later than 120 60 days after receipt of such a Demand Request (the “Demand Filing Date”) and shall use all commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join in a prior Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation Company pursuant to an Underwritten Offering by the Corporation Company other than the IPO or (ii) on behalf of any Demand Holder or any other holder of demand registration Demand Registration rights, provided that, in the case of clause (ii) the Holders had an opportunity to include Registrable Securities in such Registration Statement. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request it has been declared become effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation Company has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration); provided, that if, after it has become effective, an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the Commission or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration. Section 3.5 The Corporation Company may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) at the time the Company receives the Demand Request, there is (i) material non-public information regarding the Corporation which Company which, in the judgment of the Board reasonably determines of Directors of the Company, is not to be in the CorporationCompany’s best interest to disclose and which the Corporation Company is not otherwise required to disclose disclose, or (ii) there is a significant business opportunity (including including, but not limited to to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which Company which, in the judgment of the Board reasonably determines of Directors of the Company, is not to be in the CorporationCompany’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board of Directors of the Company had determined to effect an Underwritten Offering and Offering, the Corporation had taken substantial steps and is proceeding Company has determined to proceed with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwithas promptly as practicable, but in any event within 60 days, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the CorporationCompany, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation Company or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account Company is abandonedno longer actively pursuing such public offering. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation Company shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive a duly authorized officer of the Corporation Company stating that the Corporation Company is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, The Company shall not delay the Demand Request may be withdrawn filing of a Registration Statement pursuant to this Section 3.5 more than once in any 365-day period. The Company shall use all commercially reasonable efforts to cause the filing of a Registration Statement required by those Persons representing a majority this Section 3 as promptly as practicable upon the expiration of the Registrable Securities being registered on deferral period contemplated by this Section 3.5 and to cause the Registration Statement filed pursuant same to be declared effective by the Commission as promptly as practicable after such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A.filing. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, If a Demand Registration involves an Underwritten Offering and the managing underwriter or underwriters shall impose a limitation on advise the Company and the requesting Holders that, in the judgment of such managing underwriter or underwriters, the number of shares of Common Stock which may Registrable Securities requested to be included in such registration (including any shares of Common Stock that the Registration Statement because in its judgment, such limitation is necessary Company proposes to effect an orderly public distribution, then, in be included or are otherwise contractually required to be included that are not Registrable Securities under this Agreement) exceeds the discretion of such managing underwriterMaximum Offering Size, the Corporation Company shall include in such Registration Statement only registration, in the priority listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the requesting Holders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such portion Holders on the basis of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares relative number of Registrable Securities shall or such other shares of Common Stock so requested to be excluded from included in such registration by each such Holder), (ii) second, shares of Common Stock contractually required to be registered for the Registration Statement unless all account of any other securities Persons, including those pursuant to the Partners’ Equity Agreement (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such other Persons on the basis of the Corporation shares of Common Stock so requested to be included in such registration by such other Persons), and (including iii) third, any securities shares of Common Stock proposed to be registered by the Corporation Company or any shares of Common Stock proposed, but not contractually required, to be registered for its own account) have been so excluded. Any exclusion the account of Registrable Securities shall be made pro rata any other Persons, with such priorities among such Holders seeking to include such shares, in proportion to them as the number of such shares owned by such HoldersCompany may determine.

Demand Registrations. (i) Subject to Section 3.1 At 2.1(c), at any time commencing after following the date hereof but prior to the expiration of the Lock-Up Effectiveness Period, each the Designated Holder shall have the right to require the Company to file a registration statement under the Securities Act covering Registrable Securities by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as “Demand Registration Requests,” the registrations so requested are referred to as “Demand Registrations” and the Holders making such demand for registration are referred to as the “Initiating Holders.” As promptly as practicable, but no later than 10 days after receipt of a Demand Registration Request, the Company shall give written notice (a “Demand HolderExercise Notice”) may make of such Demand Registration Request to all Holders of record of Registrable Securities other than the Initiating Holders. (ii) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (A) the Registrable Securities of the Initiating Holders and (B) the Registrable Securities of any other Holder of Registrable Securities that shall have made a written request to the Company within the time limits specified below for inclusion in such registration (each together with the Initiating Holders, the “Participating Holders”). Any such request from the other Holders must be delivered to the Company within 15 days after the receipt of the Demand Exercise Notice and must specify the maximum number of Registrable Securities intended to be disposed of by such other Holders. (i) The Company shall as soon as practicable (and in the case of an offering to be made on a continuous basis under Rule 415, in no event later than thirty (30) days following the Demand Registration Request) cause to be prepared and filed with the SEC a Registration Statement providing for the resale of all Registrable Securities which Holders request to be registered. The Registration Statement shall be on Form S-3 if the Company is then eligible to register for resale the Registrable Securities on such form (a “Demand RequestShort Form Registration”). If the Company is not then eligible to register for resale the Registrable Securities on Form S-3, such registration shall be on Form S-1 or another appropriate form in accordance herewith (a “Long Form Registration”). (ii) for registration The Company shall cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof (and in the case of an offering to be made on a continuous basis under Rule 415, in no event later than either of (A) 180 calendar days following the date of the Demand Registration Request or (B) five Business Days following notification by the staff of the SEC to the Company that there will be no review of the Registration Statement or, if comments have been given, that the staff will have no further comments with respect thereto). The Company shall keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by such Registration Statement have been sold. (c) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be filed within 90 days or to be declared effective within a period of 180 days after the effective date of any other registration statement of the Company filed pursuant to the Securities Act; (ii) if the Company delivers to the Initiating Holders a certificate signed by the Company’s chief executive officer stating that, in the good faith judgment of the Company’s Board of Directors: (x) the registration could reasonably be expected to materially interfere with an acquisition, corporate reorganization or other material transaction then under consideration by the Company or (y) there is some other material development relating to the operations or condition (financial or other) of the Company that has not been disclosed to the general public and as to which it is in the Company’s best interests not to disclose (each of (x) and (y), a “Valid Business Reason”), the Company may postpone or withdraw a filing of a registration statement relating to a Demand Registration”) Registration Request until such Valid Business Reason no longer exists, but in no event shall the Company avail itself of all or part such right for more than 60 days (unless the Holders of at least a majority of the Registrable Securities held consent in writing to a longer delay of up to an additional 30 days) in any period of 365 consecutive days (such period of postponement or withdrawal under this clause (ii), the “Postponement Period”); and the Company shall give notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; (iii) The Company shall not be obligated to effect more than three Long Form Registrations. There shall be no limitation on the number of Short Form Registrations under Section 2.1(a); and (iv) Notwithstanding any provision of this Agreement to the contrary, neither the Designated Holder nor any other Holder shall have any right under this Agreement to require that a distribution of Registrable Securities be effected by means of an underwriting. If the Company shall give any notice of postponement or withdrawal of any registration statement pursuant to clause (ii) above, the Company shall not register any equity security of the Company during the period of postponement or withdrawal. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (ii) above, such Holder; providedHolder will discontinue its disposition of Registrable Securities pursuant to such registration statement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a)(i), however, that if the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities requested to be registered covered by the withdrawn registration statement and such registration statement shall be less have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event more than all 60 days, or, with the written consent of such Demand Holder’s the Holders of at least a majority of the Registrable Securities, the Registrable Securities requested to be registered shall90 days, on after the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding postponement or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Requestwithdrawal), the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation Company shall use its commercially reasonable efforts to file a Registration Statement registering such effect the registration under the Securities Act of the Registrable Securities as covered by the withdrawn or postponed registration statement in accordance with this Section 2.1. (d) A Holder may withdraw its Registrable Securities from a Demand Registration at any time. If all such Holders do so, the Company shall cease all efforts to secure registration and such registration nonetheless shall be requested by any Holders thereof deemed a Demand Registration for purposes of this Section 2.1 unless (including i) the Holder withdrawal is made following withdrawal or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt postponement of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective registration by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder Company pursuant to a Valid Business Reason as contemplated by Section 2.1(c), (ii) the withdrawal is based on the reasonable determination of the Holders who requested such registration that there has been, since the date of the Demand Request Registration Request, a material adverse change in the business or prospects of the Company or (including a notice iii) the Holders who requested such registration shall have paid or reimbursed the Company for all of a nonthe reasonable out-requesting holder to join a of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration. (e) A Demand Request) Registration shall not be deemed to have been effected and shall not count as such (i) unless a registration statement with respect thereto has become effective and has remained effective for a period of at least 180 days or such shorter period during which all Registrable Securities covered by such Registration Statement have been sold or withdrawn, (ii) if, after the registration statement with respect thereto has become effective, it becomes subject to any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason, or (iii) if it is withdrawn by the Company pursuant to a single Demand Request. Valid Business Reason as contemplated by Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration2.1(c). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. Section 3.1 At Subject to the terms of this Agreement, the Required Holders may, at any time commencing on or after the expiration of the Lock-Up PeriodEffective Date, each Holder request (any such request, a “Demand Holder”) may make a written request (each a “Demand Registration Request”) for registration under with the Securities Act (a “Demand Registration”) SEC of all or part any portion of the Registrable Securities held by such Holder; provided, however, that if and/or the filing of a prospectus to distribute all or any portion of the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable under applicable Canadian Securities requested to be registered shall, on the date that the Demand Request is delivered, Laws (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included as set forth in the Demand RegistrationRegistration Request). The Corporation Company shall use its commercially reasonable efforts to prepare and, as soon as practicable, but in no event later than the Demand Registration Filing Deadline, file a Registration Statement registering with the SEC and/or the Canadian Securities Regulatory Authorities, as applicable, and the Company shall include in such of the Registration Statement all Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join set forth in such Demand Request shall be considered a single Demand Registration Request. Any inclusion of Registrable Securities owned by a Demand Holder All registrations requested pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 32(a) and Section 2(b) below are referred to herein as “Demand Registrations.” Subject to Section 2(b), each Stockholder the Company shall not be obligated to effect (together with all of its assigneesi) shall be entitled to deliver no more than four (4) Demand Registrations in the aggregate, (ii) more than two (2) Demand RequestsRegistrations within any twelve (12) month period, (iii) a Demand Registration within forty-five (45) calendar days of any final prospectus previously filed by the Company in respect of an underwritten public offering; provided that the Company complied with its obligations hereunder in respect of such underwritten public offering, (iv) a Demand Registration for an underwritten public offering if, at the time a Demand Registration Request is received by the Company, the Company is currently in the process of a Proposed Registration or Piggyback Shelf Offering (each, as defined below) for an underwritten public offering for which a Piggyback Notice or Piggyback Shelf Offering Notice (each, as defined below) will be sent to Investors pursuant to Section 3(a) or Section 3(d), or (v) a Demand Registration unless the registration would reasonably be expected to result in aggregate gross proceeds of at least $50 million to the Investors (collectively, the “Demand Registration Limitations”); provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until relating to a concurrent registration in Canada and the United States at such time as the Company is eligible to file a Registration Statement registering in the shares United States pursuant to the U.S.-Canada Multijurisdictional Disclosure System shall be deemed to constitute only one Demand Registration. Notwithstanding the foregoing or anything else to the contrary contained herein, (A) the Company shall not be obligated to effect registration of any of the Registrable Securities under Canadian Securities Laws except for purposes of a “distribution” pursuant to Canadian Securities Laws or as otherwise permissible thereunder; (B) the Company shall not be obligated to file any additional Registration Statement or effect any Demand Registration under this Section 2(a) at any time that it has filed a Shelf Registration Statement pursuant to which such Demand Request Registration may be effected as a Shelf Takedown; and (C) a Demand Registration shall not be counted as “effected” for purposes of this Section 2(a) (including the Demand Registration Limitations) until such time as the applicable Registration Statement has been declared effective by the Commission SEC (unless to the extent such Registration Statement is not automatically effective upon filing) or becomes effective under Canadian Securities Laws, as applicable, unless, in the case of an underwritten public offering, the Required Holders that submitted such Demand Holder withdraws all of its Registrable Securities and the Corporation Registration Request have withdrawn such request for such Demand Registration at any time after an underwriting agreement has performed its obligations hereunder in all material respectsbeen executed with respect thereto, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested withdrawn Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made counted as “effected” for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders2(a).

Demand Registrations. (i) Following the date of the Completion (the “Filing Date”), the Company shall, as promptly as practicable thereafter, but in no event more than sixty (60) calendar days after the Filing Date, prepare and file with the SEC a shelf registration statement pursuant to Rule 415 under the Securities Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities on a delayed or continuous basis and shall use its reasonable best efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the SEC notifies the Company that it will “review” the Shelf Registration Statement and (y) the tenth (10th) Business Day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. The Shelf Registration Statement shall provide for all legally permitted methods or combinations of methods of disposition thereunder of Registrable Securities, including firm commitment underwritten public offerings, bought deals, block trades, sales in connection with hedging transactions, direct sales, transactions on an agency basis, open market sales, and purchases or sales by brokers. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep the Shelf Registration Statement continuously effective and available for use in accordance with the terms hereof to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until this Agreement terminates in accordance with its terms. In the event the Company files a Shelf Registration Statement on Form F-1 (or Form S-1), the Company shall use its reasonable best efforts to convert such Shelf Registration Statement to a Shelf Registration Statement on Form F-3 (or Form S-3) as promptly as practicable after the Company is eligible to use Form F-3 (or Form S-3). (ii) Subject to this Section 3.1 At 2.1(a)(ii), Section 2.1(c), Section 2.3 and the provisions below with respect to the Minimum Threshold, following the expiration of the Lock-Up Restrictions applicable to each Holder, such Holder shall have the right at any time commencing and from time to time to elect to sell all or any part of its Registrable Securities pursuant to an underwritten offering pursuant to the Shelf Registration Statement (the “Shelf Underwriting”) by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof (a “Shelf Underwriting Request”). With respect to any Shelf Underwriting Request, the Holder or Holders making such request shall be referred to as the “Shelf Underwriting Initiating Holders”. Notwithstanding the above, subject to Section 4.7, Shelf Underwriting Requests must be delivered by the applicable Primary Holder on behalf of any member of the Pfizer Shareholder Group or the GSK Shareholder Group, as applicable. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the Registrable Securities of the Shelf Underwriting Initiating Holders and (y) the Shelf Registrable Securities of any other Participating Holder of Shelf Registrable Securities which shall have made a written request through the applicable Primary Holder to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Participating Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) Business Days after the receipt by the Company of a Shelf Underwriting Request), but subject to Section 2.1(c), use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Shelf Underwriting Initiating Holder or any other Participating Holder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language reasonably deemed necessary or advisable by the Shelf Underwriting Initiating Holders or any other Participating Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Notwithstanding anything to the contrary in this Section 2.1(a)(ii), each Shelf Underwriting must include, in the aggregate, Registrable Securities having an aggregate market value of at least the Minimum Threshold (based on the Registrable Securities included in such Shelf Underwriting by all Participating Holders). In connection with any Shelf Underwriting (including an Underwritten Block Trade), the Primary Holder who delivered the Shelf Underwriting Request on behalf of the Shelf Underwriting Initiating Holders and the other Primary Holder on behalf of the other Participating Holders, if applicable, shall cooperate with each other in selecting the underwriter(s), bookrunner(s) and/or other adviser(s) to manage and execute any such Shelf Underwriting (including an Underwritten Block Trade) on the best overall terms and conditions (the “Financial Intermediaries”); provided that if the Primary Holder who delivered the Shelf Underwriting Request on behalf of the Shelf Underwriting Initiating Holders and the other Primary Holder on behalf of the other Participating Holders do not agree upon the selection of the Financial Intermediaries, each Primary Holder shall be entitled to select one Financial Intermediary; provided further that, if the other Participating Holders (for the avoidance of doubt, excluding the Shelf Underwriting Initiating Holders) are selling Registrable Securities pursuant to the relevant Shelf Underwriting that represent in aggregate less than fifteen percent (15%) of the aggregate Registrable Securities being sold pursuant to that Shelf Underwriting, the Primary Holder who delivered the Shelf Underwriting Request on behalf of the Shelf Underwriting Initiating Holders shall be entitled to select, at its sole discretion, all of the Financial Intermediaries. Where a provision in this Agreement refers to a requirement, request and/or advice of the Financial Intermediaries, such requirement, request and/or advice shall reference a single request from the Financial Intermediaries acting as a group, delivered by the designated lead underwriter. Notwithstanding the foregoing, if a Shelf Underwriting Initiating Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, an “Underwritten Block Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, such Shelf Underwriting Initiating Holder only needs to notify the Company of the Underwritten Block Trade five (5) Business Days prior to the day such offering is to commence, and the Company shall not be required to give notice thereof to other Holders or permit their participation therein unless the Company determines it is reasonably practicable to do so. The Primary Holders, on behalf of themselves or other Holders, shall be entitled to request (and the Company shall be required to effect) an unlimited number of Shelf Underwritings. (i) If at any time after the expiration of the Lock-Up Restrictions and the Completion, a Shelf Registration Statement as required by Section 2.1(a) is not available for use by the Holders (a “Demand Registration Period”), subject to this Section 2.1(b), and Sections 2.1(c) and 2.3 and the provisions below with respect to the Minimum Threshold, at any time and from time to time during such Demand Registration Period, each Holder (a “Demand Holder”or Holders) may make a written request (each a “Demand Request”) for shall have the right to require the Company to prepare and file one or more registration statements under the Securities Act (such registration statement, a “Demand Registration Statement”) covering all or any part of its Registrable Securities by delivering through the applicable Primary Holder, a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. Any such request by any Holder or Holders pursuant to this Section 2.1(b)(i) is referred to herein as a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Holder(s) making such demand for registration being referred to as the “Initiating Holders”) ). The Primary Holders, on behalf of all themselves or part of the Registrable Securities held by such Holder; providedother Holders, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, entitled to request (and the Registrable Securities requested Company shall be required to be registered shall, on the date that the Demand Request is delivered, (ieffect) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the unlimited number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation Registrations. The Company shall give written notice of such Demand Registration Request to each of the Holders of record of Registrable Securities in accordance with Section 2.2, and, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Participating Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration pursuant to Section 2.2. Notwithstanding anything to the contrary in this Section 2.1(b)(i), each Demand Registration must include, in the aggregate, Registrable Securities having an aggregate market value of at least the Minimum Threshold (based on the Registrable Securities included in such Demand Registration by all nonParticipating Holders). In connection with any Demand Registration, the Primary Holder that delivered the Demand Registration Request shall have the right to designate the Financial Intermediaries in connection with any underwritten offering pursuant to such registration, subject to the provisions for agreeing upon the Financial Intermediaries as set out in Section 2.1(a)(ii) above where there are other Participating Holders, which shall be deemed to apply to such a Demand Registration mutatis mutandis. (ii) The Company shall, as promptly as practicable, but subject to Section 2.1(c), use its reasonable best efforts to (x) file or confidentially submit with the SEC (no later than (A) sixty (60) days from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form F-1 (or Form S-1) or similar long-requesting form registration or (B) thirty (30) days from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form F-3 (or Form S-3) or any similar short-form registration), (y) cause to be declared effective as soon as reasonably practicable such Demand Registration Statement under the Securities Act that includes the Registrable Securities which the Company has been so requested to register for distribution in accordance with the intended method of distribution, and (z) if requested by the Initiating Holders. Within 30 , obtain acceleration of the effective date of the Demand Registration Statement relating to such registration. (c) (i) Notwithstanding anything to the contrary in Section 2.1(a) or Section 2.1(b), the Shelf Underwriting and Demand Registration rights granted in Section 2.1(a) and Section 2.1(b) are subject to the following limitations: (x) the Company shall not be required to cause a Demand Registration Statement filed pursuant to Section 2.1(b) to be declared effective within a period of ninety (90) days after receipt the effective date of any other Demand Registration Statement of the Company filed pursuant to Section 2.1(b) (unless such notice, the non-requesting Holders shall provide written notice Demand Registration Statement is withdrawn or suspended prior to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such sale of the Registrable Securities as may be requested by registered thereunder); (y) subject to clause (z) in this Section 2.1(c), if the Board, in its good faith judgment after consultation with independent outside counsel to the Company, determines that any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion registration of Registrable Securities owned by a Demand Holder pursuant or Shelf Underwriting should not be made or continued because it would require the Company to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) disclose material non-public information regarding which (A) would be required to be made in the Corporation which registration statement filed with the SEC so that such registration statement would not be materially misleading, (B) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement, and (C) the Company disclosing publicly would materially and adversely interfere with any material financing, acquisition, merger, share exchange or other material transaction involving the Company (a “Valid Business Reason”), then (1) the Company may postpone filing or confidentially submitting a registration statement relating to a Demand Registration Request or a prospectus supplement relating to a Shelf Underwriting Request until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than sixty (60) days after the date the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose a Valid Business Reason exists or (ii2) there is if a significant business opportunity (including but not limited Shelf Registration Statement, or a registration statement relating to the acquisition a Demand Registration Request has been filed or disposition of assets (other than in the ordinary course of business) confidentially submitted or any merger, consolidation, tender offer or other similar transaction) available a prospectus supplement has been filed relating to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand a Shelf Underwriting Request, the Board had Company may, to the extent determined to effect an Underwritten Offering and in the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral good faith judgment of the filing Board to be reasonably necessary to avoid interference with any of the transactions or events described above, cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement (and consequentially suspend its use) until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than sixty (60) days after the date the Board determines a Registration Statement Valid Business Reason exists (such period of postponement, withdrawal, suspension or termination pursuant to this Section 3.5 shall be lifted2.3(c)(i), a “Postponement Period”, and the requested Registration Statement shall be filed forthwithany postponement, ifwithdrawal, (x) suspension or termination made in the case of a deferral pursuant to reliance on this clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to or clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (bthis Section 2.1(c), a “Postponement”); and (z) if the proposed Board, in its good faith judgment and in consultation with independent outside counsel to the Company, determines that it is required to file a post-effective amendment to any registration statement filed in accordance with this Agreement for the Corporation’s account is abandoned. In order to defer purpose of meeting the filing requirements of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer section 10(a)(3) of the Corporation stating that the Corporation is deferring such filing pursuant Securities Act or Item 512(a)(4) of Regulation S-K, it shall be entitled to this Section 3.5 and an approximation of the anticipated delay. Within twenty effect a Postponement for a duration not exceeding fifteen (2015) days after receiving the date the Board determines it is required to file a post-effective amendment in accordance with this clause (the “PEA Postponement Period”) without prejudice to the Company’s obligations under Section 2.1(a)(i), Section 2.4(b), Section 2.4(e) and Section 2.4(aa), provided that if the PEA Postponement Period lapses before the SEC declares such certificateregistration statement, as amended, effective, the Demand Request may be withdrawn by those Persons representing a majority duration between the lapse of the Registrable Securities being registered on PEA Postponement Period and the Registration Statement filed pursuant to such Demand Request upon providing declaration of effectiveness of the registration statement will be counted toward the duration of the Postponement Period. The Company shall give written notice to the Corporation; if withdrawnParticipating Holders of its determination to exercise a Postponement and of the fact that the Valid Business Reason for such Postponement no longer exists, together with a certificate of such determination signed by the Demand Request shall be deemed not to have been made for purposes Chief Executive Officer or Chief Financial Officer of this Annex A. Section 3.6 Ifthe Company, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.each c

Demand Registrations. Section 3.1 At (a) (i) Subject to Sections 2.1(b) and 2.3 below, at any time commencing and from time to time after the expiration Registration Rights Trigger Date, Methode shall have the right to require Stratos to file a registration statement under the Securities Act covering all or any part of the Lock-Up Periodits Registrable Securities, each Holder (a “Demand Holder”) may make by delivering a written request therefor to Stratos specifying the number of Registrable Securities to be included in such registration by Methode and the intended method of distribution thereof. All such requests by Methode pursuant to this Section 2.1(a)(i) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (each with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten (10) days after receipt of a “Demand Registration Request”, Stratos shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all Holders of record of Registrable Securities. (ii) Stratos, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to Stratos for inclusion in 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 Demand Exercise Notice or, fifteen (15) days if, at the request of the Initiating Holder or the Major Holder participating in such registration, Stratos states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3). (iii) Stratos shall, as expeditiously as possible, use its best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a “Demand Registration”shelf registration pursuant to Rule 415 under the Securities Act if so requested and if Stratos is then eligible to use such a registration) of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities which Stratos has been so requested to be registered shall be less than all register, for distribution in accordance with such intended method of distribution, and (y) if requested by the Initiating Holder or the Major Holder participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (b) The Demand Holder’s Registrable Securities, Registration rights granted in Section 2.1(a) to the Registrable Securities requested Holders are subject to be registered shall, on the date that the Demand Request is delivered, following limitations: (i) constitute at least three such registration statement must include shares of Common Stock representing, in the aggregate (based on the Common Stock included in such registration by Methode and its transferees), in excess of ten percent (310%) of the shares sum of Common Stock outstanding or (iix) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number amount of shares of Registrable Securities proposed held, in the aggregate, by Methode and its transferees immediately prior to such registration PLUS (y) the amount of shares of Common Stock obtainable upon the conversion of Common Stock Equivalents held, in the aggregate, by Methode and its transferees immediately prior to such registration; (ii) Stratos shall not be required to cause a registration pursuant to Section 2.1(a)(i) to be sold by such Demand Holder. Section 3.2 Within 15 declared effective within a period of one hundred eighty (180) days after receipt the effective date of each any registration statement of Stratos effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of Stratos, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving Stratos or any of its subsidiaries (a "Valid Business Reason"), (x) Stratos may postpone filing a registration statement relating to a Demand Registration Request until such Valid Business Reason no longer exists, but in no event for more than three (3) months, and (y) in case a registration statement has been filed relating to a Demand Registration Request, if the Corporation Valid Business Reason has not resulted from actions taken by Stratos, Stratos may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three (3) months (such period of postponement or withdrawal under subclauses (x) or (y) of this clause (iii), the "Postponement Period"), and Stratos shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such Demand Request postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; PROVIDED, HOWEVER, Stratos shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until twelve (12) months after the expiration of such Postponement Period without Methode's prior written approval. If Stratos shall give any notice of postponement or withdrawal of any registration statement, Stratos shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from Stratos that it has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by Stratos, will deliver to Stratos (at Stratos' expense) all non-requesting Holders. Within 30 days after copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If Stratos shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a)(i) (whether pursuant to clause (iii) above or as a result of any stop order, injunction or other order or requirement of the non-requesting Holders SEC or any other governmental agency or court), Stratos shall provide written notice to the Corporation of their intention not be considered to have any or all effected an effective registration for the purposes of their this Agreement until Stratos shall have filed a new registration statement covering the Registrable Securities be included covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If Stratos shall give any notice of withdrawal or postponement of a registration statement, Stratos shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three (3) months after the Demand Registration. The Corporation shall date of the postponement or withdrawal), use its commercially reasonable best efforts to file a Registration Statement registering such effect the registration under the Securities Act of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective covered by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join withdrawn or postponed registration statement in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in accordance with this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission 2.1 (unless the Demand Initiating Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respectsshall have withdrawn such request, in which case such demand will count as a Demand RegistrationStratos shall not be considered to have effected an effective registration for the purposes of this Agreement). (c) Stratos, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is 2.1(a)(i), (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including authorized but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of unissued shares of Common Stock which may or shares of Common Stock held by Stratos as treasury shares and (ii) any other shares of Common Stock that are requested to be included in such registration pursuant to the Registration Statement because exercise of piggyback rights granted by Stratos after the date hereof which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement ("Additional Piggyback Rights"); PROVIDED, HOWEVER, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holder. (d) In connection with any Demand Registration, the Major Holder participating in its judgment, such limitation is necessary registration shall have the right to effect an orderly public distribution, then, in designate the discretion of such lead managing underwriter, and subject to the Corporation shall include next sentence, each other managing underwriter for such registration; PROVIDED, HOWEVER, that each such other managing underwriter is reasonably satisfactory to Stratos, it being understood and agreed that any managing underwriter that participates in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities Stratos' IPO shall be excluded from satisfactory to Stratos. Stratos shall have the Registration Statement unless all right to designate one managing underwriter other securities of than the Corporation (including lead managing underwriter in any securities proposed such registration; PROVIDED, HOWEVER, that such other managing underwriter is reasonably satisfactory to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities Major Holder, it being understood and agreed that any managing underwriter that participates in Stratos' IPO shall be made pro rata among such Holders seeking to include such shares, in proportion satisfactory to the number of such shares owned by such HoldersMajor Holder.

Demand Registrations. Section 3.1 (a) At any time commencing after and from time to time following the expiration last day of the Lock-Up Holding Period, each Holder the Holders’ Representative shall have the right by delivering a written notice to the Company (a “Demand HolderNotice”) may make a written request (each a “Demand Request”) for registration to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by Holders and requested by such Demand Notice to be so registered (a “Demand Registration”) of all or part of the Registrable Securities held by such Holder); provided, however, that in respect of two out of the six Demand Registrations to which the Holders are entitled under this Agreement, a Demand Notice may only be made if the amount of Registrable Securities requested to be registered by the Holders’ Representative is reasonably expected to generate aggregate gross proceeds (prior to deducting underwriting discounts and commissions and offering expenses) of at least $5 million, it being understood that four out of the six Demand Registrations shall not be subject to such limitation. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. As promptly as practicable, but no later than 7 Business Days after receipt of a Demand Notice, the Company shall give written notice of such Demand Notice to all Holders of record of Registrable Securities. For purposes of determining the percentage and amount of Registrable Securities Beneficially Owned that are requested to be registered pursuant to this Section 2.1(a), Warrants requested to be registered shall be treated as the underlying shares of Common Stock for which such Warrants are exercisable. (b) Following receipt of a Demand Notice, the Company shall use its reasonable best efforts to file, as promptly as reasonably practicable, but not later than 30 days after receipt by the Company of such Demand Notice (subject to paragraph (f) of this Section 2.1), a Registration Statement (including, without limitation, on (i) Form S-3 (or any comparable or successor form or forms or any similar short-form registration) by means of a shelf registration pursuant to Rule 415 under the Securities Act, if so requested and the Company is then eligible to use such a registration or (ii) Form S-1 (or any comparable or successor form or forms or any similar registration) by means of a shelf registration (the “Form S-1 Shelf Registration”) pursuant to Rule 415 under the Securities Act, if so required and the Company is eligible to incorporate by reference future Exchange Act filings pursuant to Item 12(b) of Form S-1 (or any similar successor form thereto), and, in each case of (i) and (ii) if there is no then-currently effective shelf registration statement on file with the SEC which would cover all the Registrable Securities requested to be registered shall be less than all registered) (a “Demand Registration Statement”) relating to the offer and sale of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on included therein by the date that Holders’ Representative and any other Holder of Registrable Securities which shall have made a written request to the Demand Request is delivered, Company for inclusion in such registration (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request which request shall specify the maximum number of shares Registrable Securities intended to be disposed of by such Selling Holder) within 20 days after the receipt of the Demand Notice (or 10 days if, at the request of the Holders’ Representative, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3), in accordance with the method or methods of disposition of the applicable Registrable Securities elected by such Holders, and the Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (c) If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) of such underwritten offering advise the Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand RequestRegistration Statement, exceeds the Corporation shall give written notice total number or dollar amount of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such noticesecurities that can be sold without having an adverse effect on the amount, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any price, timing or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such distribution of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after so included together with all such filing. Both the Demand Request and any request to join Other Securities, then there shall be included in such Demand Request shall be considered a single Demand Request. Any inclusion offering the number or dollar amount of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice and such Other Securities that in the opinion of a non-requesting holder to join a Demand Requestsuch managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be deemed to have been effected pursuant to a single Demand Requestallocated for inclusion as follows: (i) first, the Registrable Securities for which inclusion in such demand offering was requested by an Investor or its Affiliates, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder; (ii) second, the Registrable Securities for which inclusion in such demand offering was requested by the other Holders, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder; and (iii) third, among any holders of Other Securities, pro rata, based on the number of Other Securities Beneficially Owned by each such holder. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assigneesd) The Holders collectively shall be entitled to deliver request no more than six Demand Registrations on the Company, and in no event shall the Company be required to effect more than two Demand Registrations in any twelve-month period. (2e) In the event of a Demand RequestsRegistration, the Company shall use reasonable best efforts to maintain the continuous effectiveness of the applicable Registration Statement for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that if nothing in this Section 2.1(e) is intended to limit the Corporation meets Company’s obligations to maintain the eligibility requirements for using continuous effectiveness of Short Form S-3Registrations in accordance with the provisions of Section 2.1(i). (f) Subject to reduction in accordance with the definition of “Registrable Securities” and last sentence of Section 2.5, then this limitation shall not apply. In addition, no Holder the Company shall be entitled to deliver postpone (but not more than once in any six-month period), for a Demand Request within 90 reasonable period of time not in excess of 65 days after (and not for periods exceeding, in the aggregate, 85 days during any twelve month period), the filing or initial effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until Statement if the Registration Statement registering Company delivers to the shares Holders’ Representative a certificate signed by both the Chief Executive Officer and Chief Financial Officer of the Company certifying that, in the good faith judgment of the Board of Directors of the Company, such Demand Request has been declared effective registration, offering or use would reasonably be expected to materially adversely affect or materially interfere with any bona fide and reasonably imminent material financing of the Company or any reasonably imminent material transaction under consideration by the Commission (unless Company or would require the Demand Holder withdraws all disclosure of its Registrable Securities information that has not been, and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited be, disclosed to the acquisition public, the premature disclosure of which would materially adversely affect the Company. (g) The Holders’ Representative shall have the right to notify the Company that it has determined that the Registration Statement relating to a Demand Registration be abandoned or disposition withdrawn, in which event the Company shall promptly abandon or withdraw such Registration Statement. (h) No request for registration will count for the purposes of assets the limitations in Section 2.1(c) if (A) the Holders’ Representative determines in good faith to withdraw the proposed registration prior to the effectiveness of the Registration Statement relating to such request due to marketing conditions or regulatory reasons relating to the Company, (B) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first filed with the SEC (other than in by reason of the ordinary course of business) applicable Holders having refused to proceed or any mergera misrepresentation or an omission by the applicable Holders), consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (bC) prior to receiving the sale or distribution of at least 95% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other Governmental Entity or court, or (D) the conditions to closing specified in any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by the one or more Holders). Notwithstanding anything to the contrary, the Company will pay all expenses (in accordance with Section 2.9) in connection with any request for registration pursuant to this Agreement regardless of whether or not such request counts toward the limitation set forth above. (i) Subject to Section 2.5, in addition to the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement Registrations provided pursuant to this Section 3.5 2.1, at all times following the last day of the Holding Period, the Company will use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (including pursuant to Rule 415 under the Securities Act) (“Short-Form Registration”); provided, that the Company shall file a Short-Form Registration prior to the expiration of the Holding Period and use reasonable efforts to cause such Short-Form Registration to be liftedeffective upon the expiration of the Holding Period and constitute an effective shelf registration statement providing for the registration of, and the requested Registration Statement shall be filed forthwithsale on a continuous or delayed basis of, ifthe Registrable Securities, (x) in the case of a deferral pursuant to clause (a)(i)Rule 415 under the Securities Act, to permit the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority distribution of the Registrable Securities being registered on in accordance with the Registration Statement filed methods of distribution elected by the Holders as of immediately upon the Expiration of the Holding Period. Unless the Company is eligible to file a Form S-1 Shelf Registration, in no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration. Upon filing a Short-Form Registration or a Form S-1 Shelf Registration, the Company will use its reasonable best efforts to keep such Demand Request upon providing written notice Short-Form Registration or Form S-1 Shelf Registration effective with the SEC at all times (notwithstanding anything to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described contrary in Section 3.1 of this Annex A2.1(d)) and to refile such Short-Form Registration or Form S-1 Shelf Registration upon its expiration, and to cooperate in any shelf take-down by amending or supplementing the managing underwriter shall impose a limitation on the number of shares of Common Stock which prospectus statement related to such Short-Form Registration or Form S-1 Shelf Registration as may reasonably be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Holders’ Representative or as otherwise required, until the Holders no longer hold Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersSecurities.

Demand Registrations. Section 3.1 (a) At any time commencing after and from time to time following the expiration last day of the Lock-Up Holding Period, each Holder the Holders’ Representative shall have the right by delivering a written notice to the Company (a “Demand HolderNotice”) may make a written request (each a “Demand Request”) for registration to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by Holders and requested by such Demand Notice to be so registered (a “Demand Registration”) of all or part of the Registrable Securities held by such Holder); provided, however, that in respect of four out of the five Demand Registrations to which the Holders are entitled under this Agreement, a Demand Notice may only be made if the amount of Registrable Securities requested to be registered by the Holders’ Representative is reasonably expected to generate aggregate gross proceeds (prior to deducting underwriting discounts and commissions and offering expenses) of at least $50 million. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities, including any distribution to, and resale by, any partners of a Holder (a “Partner Distribution”). As promptly as practicable, but no later than 7 Business Days after receipt of a Demand Notice, the Company shall give written notice of such Demand Notice to all Holders of record of Registrable Securities. (b) Following receipt of a Demand Notice, the Company shall use its reasonable best efforts to file, as promptly as reasonably practicable, but not later than 30 days after receipt by the Company of such Demand Notice (subject to paragraph (f) of this Section 2.1), a Registration Statement (including, without limitation, on Form S-3 (or any comparable or successor form or forms or any similar short-form registration) by means of a shelf registration pursuant to Rule 415 under the Securities Act, if so requested and the Company is then eligible to use such a registration and if there is no then-currently effective shelf registration statement on file with the SEC which would cover all the Registrable Securities requested to be registered shall be less than all registered) (a “Demand Registration Statement”) relating to the offer and sale of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on included therein by the date that Holders’ Representative and any other Holder of Registrable Securities which shall have made a written request to the Demand Request is delivered, Company for inclusion in such registration (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request which request shall specify the maximum number of shares Registrable Securities intended to be disposed of by such Selling Holder) within 20 days after the receipt of the Demand Notice (or 10 days if, at the request of the Holders’ Representative, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3), in accordance with the method or methods of disposition of the applicable Registrable Securities elected by such Holders (including a Partner Distribution), and the Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Company shall, at the request of any Holder seeking to effect a Partner Distribution, use its reasonable best efforts to file a Prospectus supplement or one or more post-effective amendments and otherwise take action necessary to include therein all disclosure and language deemed necessary or advisable by such Holder if such disclosure or language was not included in the initial Registration Statement, or revise such disclosure or language if deemed necessary or advisable by such Holder, to effect such Partner Distribution; provided that no language shall be included that the Company’s counsel considers misleading, inaccurate or otherwise inappropriate for inclusion in such document. (c) If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) of such underwritten offering advise the Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold in such offering, together with any Other Securities proposed to be included by holders thereof which are entitled to include securities in such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand RequestRegistration Statement, exceeds the Corporation shall give written notice total number or dollar amount of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such noticesecurities that can be sold without having an adverse effect on the amount, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any price, timing or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such distribution of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after so included together with all such filing. Both the Demand Request and any request to join Other Securities, then there shall be included in such Demand Request shall be considered a single Demand Request. Any inclusion offering the number or dollar amount of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice and such Other Securities that in the opinion of a non-requesting holder to join a Demand Requestsuch managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be deemed to have been effected pursuant to a single Demand Requestallocated for inclusion as follows: (i) first, the Registrable Securities for which inclusion in such demand offering was requested by an Investor or its Affiliates, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder; (ii) second, the Registrable Securities for which inclusion in such demand offering was requested by the other Holders, pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by each such Holder; and (iii) third, among any holders of Other Securities, pro rata, based on the number of Other Securities Beneficially Owned by each such holder. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assigneesd) The Holders collectively shall be entitled to deliver request no more than two five Demand Registrations on the Company, and in no event shall the Company be required to effect more than one Demand Registration in any nine month period. (2e) In the event of a Demand RequestsRegistration, the Company shall be required to maintain the continuous effectiveness of the applicable Registration Statement for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that if nothing in this Section 2.1(e) is intended to limit the Corporation meets Company’s obligations to maintain the eligibility requirements for using continuous effectiveness of Short Form S-3, then this limitation shall not apply. In addition, no Holder Registrations in accordance with the provisions of Section 2.1(i). (f) The Company shall be entitled to deliver postpone (but not more than once in any six-month period), for a Demand Request within 90 reasonable period of time not in excess of 75 days after (and not for periods exceeding, in the aggregate, 100 days during any twelve-month period), the filing or initial effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until Statement if the Registration Statement registering Company delivers to the shares Holders’ Representative a certificate signed by both the Chief Executive Officer and Chief Financial Officer of the Company certifying that, in the good faith judgment of the Board of Directors of the Company, such Demand Request has been declared effective registration, offering or use would reasonably be expected to materially adversely affect or materially interfere with any bona fide and reasonably imminent material financing of the Company or any reasonably imminent material transaction under consideration by the Commission (unless Company or would require the Demand Holder withdraws all disclosure of its Registrable Securities information that has not been, and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited be, disclosed to the acquisition public, the premature disclosure of which would materially adversely affect the Company. (g) The Holders’ Representative shall have the right to notify the Company that it has determined that the Registration Statement relating to a Demand Registration be abandoned or disposition withdrawn, in which event the Company shall promptly abandon or withdraw such Registration Statement. (h) No request for registration will count for the purposes of assets the limitations in Section 2.1(c) if (A) the Holders’ Representative determines in good faith to withdraw the proposed registration prior to the effectiveness of the Registration Statement relating to such request due to marketing conditions or regulatory reasons relating to the Company, (B) the Registration Statement relating to such request is not declared effective within 60 days of the date such Registration Statement is first filed with the SEC (other than in by reason of the ordinary course of business) applicable Holders having refused to proceed or any mergera misrepresentation or an omission by the applicable Holders), consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (bC) prior to receiving the sale or distribution of at least 90% of the Registrable Securities included in the applicable registration relating to such request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other Governmental Entity or court, or (D) the conditions to closing specified in any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a material default or breach thereunder by the one or more Holders). Notwithstanding anything to the contrary, the Company will pay all expenses (in accordance with Section 2.9) in connection with any request for registration pursuant to this Agreement regardless of whether or not such request counts toward the limitation set forth above. (i) Subject to Section 2.5, in addition to the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement Registrations provided pursuant to this Section 3.5 2.1, at all times following the last day of the Holding Period, the Company will use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (including pursuant to Rule 415 under the Securities Act) (“Short-Form Registration”) and such Short-Form Registration shall promptly following the last day of the Holding Period be liftedfiled by the Company and constitute a shelf registration statement providing for the registration of, and the requested Registration Statement shall be filed forthwithsale on a continuous or delayed basis of, ifthe Registrable Securities, (x) in the case of a deferral pursuant to clause (a)(i)Rule 415 under the Securities Act, to permit the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority distribution of the Registrable Securities being registered on in accordance with the Registration Statement filed methods of distribution elected by the Holders. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration. Upon filing a Short-Form Registration, the Company will use its reasonable best efforts to keep such Demand Request upon providing written notice Short-Form Registration effective with the SEC at all times (notwithstanding anything to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described contrary in Section 3.1 of this Annex A2.1(d)) and to refile such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down by amending or supplementing the managing underwriter shall impose a limitation on the number of shares of Common Stock which prospectus statement related to such Short-Form Registration as may reasonably be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Holders’ Representative or as otherwise required, until the Holders no longer hold Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersSecurities.

Demand Registrations. Section 3.1 (i) At any time commencing from and after the expiration Effective Date, upon the written demand of the Lock-Up PeriodHH, each Holder ▇▇▇▇▇▇▇▇▇ or Tower Three (each, a “Demand Holder”) may make a written request (each a “Demand Request”) for ), the Company shall use its commercially reasonable efforts to effect as expeditiously as possible, the registration under the Securities Act (a “Demand Registration”) under the Securities Act of (i) all or part of the Registrable Securities held by such Holder; provided, however, Demand Holder that if are requested to be registered in the initial written demand and (ii) any additional Registrable Securities requested to be registered by any Holders who elect to include Registrable Securities in such Demand Registration in a written notice or notices given within ten (10) days after the date the Demand Registration Notice (as defined below) is given by the Company (together with the Registrable Securities described in clause (i), the “Included Securities”). Promptly (but in no event later than five Business Days) after the receipt by the Company of any written demand pursuant to clause (i) of the immediately preceding sentence, the Company will give written notice of such demand to all Holders of Registrable Securities (the “Demand Registration Notice”). The Company shall effect the registration under the Securities Act of the Included Securities as expeditiously as possible and use its commercially reasonable efforts to have such registration become and remain effective. The Company shall have the right to select the underwriters for a Demand Registration that is to be an underwritten offering, subject to the reasonable approval of ▇▇▇▇▇▇▇▇▇ and Tower Three. (ii) Notwithstanding Section 3.01(a)(i), the Company shall not be required to effect more than three Demand Registrations from each of ▇▇▇▇▇▇▇▇▇ and Tower Three (including through a demand by HH) (or more than six Demand Registrations from the Demand Holders in the aggregate); provided, that the Demand Holders shall be less entitled to unlimited additional Demand Registrations if such additional Demand Registrations would be eligible for registration on Form S-3; provided, further, that the Company shall not be required to effect more than two such Demand Registrations on Form S-3 in any twelve month period. (iii) Any registration initiated pursuant to Section 3.01(a)(i) shall not count as a Demand Registration (i) unless and until a registration statement with respect to all Registrable Securities to be sold in connection therewith shall have become effective and remained effective for a period of 120 days or, if a shorter time, until all of the Included Securities shall have been sold, (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 any other governmental authority for any reason not attributable to the Holders of Included Securities, such that no sales are possible thereunder for a period of ten consecutive days or more, (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of the Holders of Included Securities or (iv) if, due to the provisions of Section 3.01(a)(iv), the Demand Holder demanding such Demand Holder’s Registrable Securities, the Registration is prohibited from registering 30% or more of its Registrable Securities requested to be registered shall, on in the date initial written demand. (iv) If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify in their good faith judgment the number of shares of Registrable Securities proposed securities to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in a Demand Registration exceeds the Demand Registration. The Corporation shall use its commercially reasonable efforts to file number that can be sold in the offering in light of marketing factors or because the sale of a Registration Statement registering such greater number would adversely affect the price of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join sold in such Demand Request Registration, then the total number of securities the underwriters advise can be included in such Demand Registration shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed allocated (i) by first, to the Corporation pursuant to an Underwritten Offering by Holders of the Corporation or Included Securities, pro rata; (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respectssecond, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or Company for any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating securities that the Corporation is deferring such filing pursuant Company proposes to this Section 3.5 issue and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation sell for its own account; and (iii) have been so excluded. Any exclusion of Registrable Securities shall be made third, to other persons that the Company is obligated to register pursuant to other contractual arrangements, pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holdersrata.

Demand Registrations. Section 3.1 At (a) (i) Subject to Sections 2.1(b) and 2.3, at any time commencing and from time to time after the expiration closing of an IPO, or if no IPO has occurred, at any time after the third (3rd) anniversary of the Lock-Up PeriodClosing Date, each Holder (any Permira Party shall have the right to require the Company to file one or more registration statements under the Securities Act covering all or any part of its and its Affiliates’ Registrable Securities by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. Any such request by any Permira Party pursuant to this Section 2.1(a)(i) is referred to herein as a “Demand HolderRegistration Request,” and the registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Holder(s) making such demand for registration being referred to as the “Initiating Holders”). Any Demand Registration Request may request that the Company register Registrable Securities on an appropriate form, including a shelf registration statement, and, if the Company is a well-known seasoned issuer, an automatic shelf registration statement. The Company shall give written notice (the “Demand Exercise Notice”) may make of such Demand Registration Request (1) to all Holders of record of Registrable Securities (other than individuals) no later than five (5) Business Days after receipt of a Demand Registration Request and (2) to all Holders of record of Registrable Securities that are individuals no later than five (5) Business Days after the filing of a registration statement pursuant to the Demand Registration Request (or, in the case of a request for the filing of an automatic shelf registration statement, ten (10) Business Days after receipt of the Demand Registration Request). (ii) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration pursuant to Section 2.2 (each which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Participating Holder) within ten (10) days after the receipt of the Demand Exercise Notice (including, if, at the request of the Initiating Holders, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a “Form S-3). (iii) The Company (x) shall, subject to Section 2.1(b), file such registration statement with the SEC no later than sixty (60) days after the date of the related Demand Request”Registration Request (or ninety (90) for days in the case of an IPO); (y) shall use its reasonable best efforts to cause to be declared effective such registration under the Securities Act (including, without limitation, by means of a “Demand Registration”shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) of all or part of the Registrable Securities held which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, including a distribution to, and resale by, the members or partners of a Holder (a “Partner Distribution”) and (z) if requested by the Initiating Holders, shall use its reasonable best efforts to obtain acceleration of the effective date of the registration statement relating to such Holderregistration; provided, however, that if the any Registrable Securities requested that the Company must register pursuant to Section 2.2 of this Agreement in connection with such Demand Registration shall be registered shall be less than all by the Company prior to the printing of such Demand Holder’s Registrable Securitiesa preliminary prospectus for distribution to potential investors. (iv) Notwithstanding anything contained herein to the contrary, the Registrable Securities requested to be registered Company shall, on at the date that request of any Holder seeking to effect or considering a Partner Distribution, file any prospectus supplement or post-effective amendments, or include in the initial registration statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder to effect such Partner Distribution. (b) Notwithstanding anything to the contrary in Section 2.1(a), the Demand Request is delivered, Registration rights granted in Section 2.1(a) are subject to the following limitations: (i) constitute at least three percent the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of one hundred and eighty (3%180) days after an IPO or ninety (90) days after the effective date of any other registration of the Company filed pursuant to the Securities Act (other than a Form S-4 or Form S-8); (ii) the Company shall not be required to effect more than five (5) Demand Registrations at the request of the Permira Parties; provided that (x) if a single Demand Registration Request is delivered by more than one Permira Party, the registration requested by such Demand Registration Request shall constitute only one Demand Registration and (y) a Demand Registration will be disregarded for the purposes of this limitation if such Demand Registration does not result in the consummation of a registered offering pursuant to which a Permira Party sells securities; (iii) each registration in respect of a Demand Registration Request made by any Holder must include, in the aggregate (based on the Common Stock included in such registration by all Holders participating in such registration), shares of Common Stock outstanding or (ii) have having an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts 50 million; and commissions. Each Demand Request shall specify (iv) if the number of shares Board, in its good faith judgment, determines that any registration of Registrable Securities proposed should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization, merger, share exchange or other transaction or event involving the Company or any of its subsidiaries or because the Company does not yet have appropriate financial statements of acquired or to be sold by acquired entities available for filing or because the Company has material, confidential information that may be required to be disclosed in a registration statement and which the Board deems reasonably inappropriate to disclose at such time (in each case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Holder. Section 3.2 Within 15 Registration Request until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than 45 days after receipt of each the date the Board determines a Valid Business Reason exists and (y) in case a registration statement has been filed relating to a Demand Registration Request, if the Corporation Valid Business Reason has not resulted from actions taken by the Company, the Company may, to the extent determined in the good faith judgment of the Board to be reasonably necessary to avoid interference with any of the transactions described above, cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than 45 days after the date the Board determines a Valid Business Reason exists (such period of postponement or withdrawal under this clause (iv), the “Postponement Period”). The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such Demand Request postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, the Company shall not be permitted to all non-requesting Holderspostpone or withdraw a registration statement after the expiration of any Postponement Period until twelve (12) months after the expiration of such Postponement Period. Within 30 If the Company shall give any notice of postponement or withdrawal of any registration statement pursuant to clause (iv) above, the Company shall not, during the Postponement Period, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw, terminate or postpone amending or supplementing any registration statement pursuant to clause (iv) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a)(i) (whether pursuant to clause (iv) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn or terminated registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, not later than five (5) Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 45 days after receipt the date of such noticethe postponement or withdrawal), the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable best efforts to file a Registration Statement registering such effect the registration under the Securities Act of the Registrable Securities as may covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be requested by considered to have effected an effective registration for the purposes of this Agreement), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of Section 2.1(b) above. (c) In connection with any Holders thereof Demand Registration, the Initiating Holder shall have the right to designate the lead managing underwriters (including any lead managing underwriters for the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt purposes of such Demand Request (this Agreement, the “Demand Filing DateManagers”) in connection with any underwritten offering pursuant to such registration and each other managing underwriter for any such underwritten offering; provided that in each case, each such underwriter is reasonably satisfactory to the Company, which approval shall use commercially reasonable efforts to cause not be unreasonably withheld or delayed. If the same to be declared effective by Company initiates a registration on its own behalf, and if any of the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join Permira Parties own Registrable Securities that are included in such registration, the Permira Parties shall have the right to designate the Managers, and each other managing underwriter, in connection with any underwritten offering pursuant to such registration; provided that, in each case, each such underwriter is reasonably satisfactory to the Company, which approval shall not be unreasonably withheld or delayed. Otherwise, pursuant to such Company-initiated registration, the Company shall have the right to designate the Manager, and each other managing underwriter, in connection with any underwritten offering pursuant to such registration; provided that, in each case, each such underwriter is reasonably satisfactory to the Permira Parties, which approval shall not be unreasonably withheld or delayed. (d) The obligation to effect a Demand Request Registration as described in this Section 2.1 shall be considered deemed satisfied only when a single Demand Request. Any inclusion of registration statement covering the applicable Registrable Securities owned by shall have become effective (unless, after effectiveness, the registration statement becomes subject to any stop order, injunction or other order of the SEC or other governmental agency, in which case the obligation shall not be deemed satisfied) and, if the method of disposition is a Demand Holder firm commitment underwritten public offering, all such Registrable Securities have been sold pursuant thereto. (e) In the event that the Company files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Demand Registration Request and such registration becomes effective (including such registration statement, a notice “Shelf Registration Statement”), the Initiating Holders with respect to such Demand Registration Request and the Holders of a non-requesting holder other Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time to join a Demand Request) shall be deemed time to have been effected elect to sell pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect and only if the method of distribution set forth in this Section 3the shelf registration allows for sales pursuant to an underwritten offering. The Initiating Holders and such other Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company specifying the number of Shelf Registrable Securities that the Holders desire to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, each Stockholder (together with all of its assignees) shall be entitled to deliver but no more later than two (2) Demand Requests; providedBusiness Days after receipt of a Shelf Underwriting Request, howeverthe Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all other Holders of record of Shelf Registrable Securities. The Company, that if subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the Corporation meets Registrable Securities of the eligibility requirements Initiating Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for using Form S-3, then this limitation inclusion in such Shelf Underwriting (which request shall not apply. In addition, no Holder shall specify the maximum number of Shelf Registrable Securities intended to be entitled to deliver a Demand Request disposed of by such Holder) within 90 five (5) days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral receipt of the filing of a Registration Statement pursuant to this Section 3.5 shall be liftedShelf Underwriting Notice. The Company shall, as expeditiously as possible (and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b), use its reasonable best efforts to facilitate such certificateShelf Underwriting. Notwithstanding the foregoing, if an institutional Holder wishes to engage in an underwritten block trade (or similar transaction) off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the Demand Request may be withdrawn by those Persons representing a majority foregoing time periods, such Holder only needs to notify the Company of the Registrable Securities being registered block trade Shelf Underwriting on the Registration Statement filed pursuant day such offering is to such Demand Request upon providing written notice commence and the Company shall notify other Holders and other Holders who are able to the Corporation; if withdrawn, the Demand Request shall be deemed participate must elect whether or not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation participate on the number of shares of Common Stock day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such shelf offering (which may be included close as early as three (3) business days after the date it commences), provided that in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion case of such managing underwriterunderwritten block trade, only Eligible Block Participants shall have a right to notice and to participate. The Company shall, at the Corporation shall include in such Registration Statement only such portion request of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares any Initiating Holder or any other Holder of Registrable Securities shall be excluded from registered on such Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement unless is an automatic shelf registration statement (as defined in Section 2.4), any post-effective amendments and otherwise take any action necessary to include therein all other securities of the Corporation (including any securities proposed to be registered disclosure and language deemed necessary or advisable by the Corporation for its own account) have been so excluded. Any exclusion Initiating Holders or any other Holder of Registrable Securities registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities registered on such Shelf Registration Statement may request, and the Company shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.required to

Demand Registrations. Section 3.1 At any time commencing after (i) As soon as practicable but no later than forty-five (45) calendar days following the expiration closing of the Lock-Up PeriodMerger (the “Filing Date”), each Holder the Company shall prepare and file with (or confidentially submit to) the SEC a “Demand Holder”) may make a written request (each a “Demand Request”) for shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Demand RegistrationShelf Registration Statement”) covering the resale of all or part of the Registrable Securities held by (determined as of two business days prior to such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, filing) on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding a delayed or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts continuous basis and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a have such Shelf Registration Statement registering declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company that it will “review” the Shelf Registration Statement and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Shelf Registration Statement to a Shelf Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3. The Company shall, if requested by a Holder, (i) cause the removal of any Holders thereof restrictive legend related to compliance with the federal securities laws set forth on the Registrable Securities, (including ii) cause its legal counsel to deliver an opinion, if necessary, to the transfer agent in connection with the instruction under subclause (i) to the effect that removal of such legends in such circumstances may be effected in compliance under the Securities Act, and (iii) issue Registrable Securities without any such legend in certificated or book-entry form or by electronic delivery through The Depository Trust Company, at the Holder’s option, within two (2) Business Days of such request, if (A) the Registrable Securities are registered for resale under the Securities Act, and the Holder has sold or Holders making proposes to sell such Registrable Securities pursuant to such registration, (B) the initial Demand Request) Registrable Securities may be sold by the Holder without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions and without the requirement for the Company to be in compliance with the Commission not current public information required under Rule 144(c)(2) (or Rule 144(i)(2), if applicable), or (C) the Holder has sold or transferred, or proposes to sell or transfer within five (5) Business Days of such request, Registrable Securities pursuant to the Registration Statement or in compliance with Rule 144. The Company’s obligation to remove legends under this Section 2.1(a)(i) may be conditioned upon the Holder providing such representations and documentation as are reasonably necessary and customarily required in connection with the removal of restrictive legends related to compliance with the federal securities laws. (ii) Subject to Section 2.1(c), each LLR Investor and each Founder Investor shall have the unlimited right at any time and from time to time to elect to sell all or any part (subject to the Minimum Threshold) of its and its Affiliates’ Registrable Securities pursuant to an underwritten offering pursuant to the Shelf Registration Statement by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. The LLR Investor(s) or Founder Investor(s) shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering specifying the number of Registrable Securities that the LLR Investor or Founder Investor desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). With respect to any Shelf Underwriting Request, the LLR Investor(s) or Founder Investor(s) making such demand for registration shall be referred to as the “Shelf Underwriting Initiating Holders”. As promptly as practicable, but no later than 120 days two (2) Business Days after receipt of such Demand Request a Shelf Underwriting Request, the Company shall give written notice (the “Demand Filing DateShelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the Registrable Securities of the Shelf Underwriting Initiating Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b), use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Shelf Underwriting Initiating Holder or any other Holder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Shelf Underwriting Initiating Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Shelf Underwriting Initiating Holders may request, and the Company shall be required to facilitate, subject to Section 2.1(b), an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. Notwithstanding anything to the contrary in this Section 2.1(a)(ii), each Shelf Underwriting must include, in the aggregate, Registrable Securities having an aggregate market value of at least the lesser of (a) the Minimum Threshold (based on the Registrable Securities included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting) and (b) the market value of the Shelf Underwriting Initiating Holders’ remaining Registrable Securities, provided that such market value is at least $5.0 million. In connection with any Shelf Underwriting (including an Underwritten Block Trade), the Shelf Underwriting Initiating Holders shall have the right to designate the Manager and each other managing underwriter in connection with any such Shelf Underwriting or Underwritten Block Trade; provided that in each case, each such underwriter is reasonably satisfactory to the Company, which approval shall not be unreasonably withheld or delayed. (iii) Notwithstanding the foregoing, if a Shelf Underwriting Initiating Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already effective Shelf Registration Statement), then notwithstanding the foregoing time periods, such Shelf Underwriting Initiating Holder only needs to notify (x) the Company and (y) the LLR Investor(s) or the Founder Investor(s) (whichever is not the Shelf Underwriting Initiating Holder) of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence, and the Holders of record of other Registrable Securities (other than the LLR Investor(s) or the Founder Investor(s)) shall not be entitled to notice of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade; provided, however, that the Shelf Underwriting Initiating Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to cause work with the same Company and the underwriters prior to be making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. (i) At any time that a Shelf Registration Statement provided for in Section 2.1(a) is not available for use by the Holders following such Shelf Registration Statement being declared effective by the Commission SEC (a “Demand Registration Period”), subject to this Section 2.1(b) and Sections 2.1(c) and 2.3, at any time and from time to time during such Demand Registration Period, each LLR Investor and each Founder Investor shall have the right to require the Company to effect one or more registration statements under the Securities Act covering all or any part (subject to the Minimum Threshold) of its and its Affiliates’ Registrable Securities by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. Any such request by any LLR Investor or Founder Investor pursuant to this Section 2.1(b)(i) is referred to herein as a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the LLR Investor(s) or Founder Investor(s) making such demand for registration being referred to as the “Initiating Holders”). Subject to Section 2.1(c), the LLR Investors and Founder Investors shall be entitled to request (and the Company shall be required to effect) an unlimited number of Demand Registrations. The Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request to each of the Holders of record of Registrable Securities as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver but no more later than two (2) Business Days after receipt of the Demand RequestsRegistration Request. The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration pursuant to Section 2.2 (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Participating Holder) within five (5) days following the receipt of any such Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to Section 2.1(c), use its reasonable best efforts to (x) file or confidentially submit with the SEC (no later than (A) sixty (60) days from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form S-1 or similar long-form registration and or (B) thirty (30) days from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form S-3 or any similar short-form registration), (y) cause to be declared effective as soon as reasonably practicable such registration statement under the Securities Act that includes the Registrable Securities which the Company has been so requested to register, for distribution in accordance with the intended method of distribution, including a distribution to, and resale by, the members or partners of a Holder (a “Partner Distribution”) and (z) if requested by the Initiating Holders, obtain acceleration of the effective date of the registration statement relating to such registration. (c) Notwithstanding anything to the contrary in Section 2.1(a) or Section 2.1(b), the Shelf Underwriting and Demand Registration rights granted in Section 2.1 (a) and 2.1(b) are subject to the following limitations: (i) the Company shall not be required to cause a registration statement filed pursuant to Section 2.1(b) to be declared effective within a period of ninety (90) days after the effective date of any other registration statement of the Company filed pursuant to the Securities Act (other than a Form S-▇, ▇▇▇▇ ▇-▇ or a comparable form or an equivalent registration form then in effect); (ii) the Company shall not be required to effect more than four (4) Demand Registrations on Form S-1 or any similar long-form registration statement at the request of each of the LLR Investors and the Founder Investors (it being understood that if a single Demand Registration Request is delivered by more than one LLR Investor or Founder Investor, as applicable, the registration requested by such Demand Registration Request shall constitute only one Demand Registration); provided, however, that if the Corporation meets LLR Investors and the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder Founder Investors shall be entitled to deliver request an unlimited number of Demand Registrations on Form S-3 or any similar short-form registration; (iii) each registration in respect of a Demand Registration Request within 90 made by any Initiating Holder and each Shelf Underwriting Request made by a Shelf Underwriting Initiating Holder must include, in the aggregate, Registrable Securities having an aggregate market value of at least the lesser of (a) the Minimum Threshold (based on the Registrable Securities included in such registration or Shelf Underwriting by all Holders participating in such registration) and (b) the market value of the Initiating Holder’s remaining Registrable Securities, provided that such market value is at least $5.0 million; and (iv) if the Board, in its good faith judgment, determines that any registration of Registrable Securities or Shelf Underwriting should not be made or continued because it would materially and adversely interfere with any existing or potential financing, acquisition, corporate reorganization, merger, share exchange or other transaction or event involving the Company or any of its subsidiaries or would otherwise result in the public disclosure of information that the Board in good faith has a bona fide business purpose for keeping confidential (a “Valid Business Reason”), then (x) the Company may postpone filing or confidentially submitting a registration statement relating to a Demand Registration Request or a prospectus supplement relating to a Shelf Underwriting Request until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than forty five (45) days after the effectiveness of any Registration Statement filed (i) by date the Corporation pursuant to an Underwritten Offering by the Corporation Board determines a Valid Business Reason exists or (iiy) on behalf of any Demand Holder if a registration statement has been filed or any other holder of demand registration rights. Section 3.4 A registration will not count as confidentially submitted relating to a Demand Registration until the Registration Statement registering the shares of such Demand Request or a prospectus supplement has been declared effective filed relating to a Shelf Underwriting Request, if the Valid Business Reason has not resulted in whole or in part from actions taken or omitted to be taken by the Commission Company (unless other than actions taken or omitted with the Demand consent of the Initiating Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose unreasonably withheld or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(idelayed)), the material non-public information is made public Company may, to the extent determined in the good faith judgment of the Board to be reasonably necessary to avoid interference with any of the transactions described above, suspend use of or, if required by the CorporationSEC, (y) in the case of a deferral pursuant cause such registration statement to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to and its effectiveness terminated or may postpone amending or supplementing such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, registration statement until five (5) Business Days after such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.Valid Business Reason no

Demand Registrations. Section 3.1 At any time commencing after (a) (i) As soon as practicable but no later than thirty (30) calendar days following the expiration closing of the Lock-Up PeriodMerger (the “Filing Date”), each Holder (the Company shall prepare and file with the SEC a “Demand Holder”) may make a written request (each a “Demand Request”) for shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Demand RegistrationShelf Registration Statement”) covering the resale of all or part of the Registrable Securities held by (determined as of two business days prior to such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, filing) on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding a delayed or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts continuous basis and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company that it will “review” the Shelf Registration Statement registering and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be requested by any necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders thereof (including the Holder or Holders making the initial Demand Request) named therein to sell their Registrable Securities included therein and in compliance with the Commission not later than 120 days after receipt provisions of the Securities Act until such Demand Request (time as there are no longer any Registrable Securities. In the “Demand Filing Date”) and event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to cause the same convert such Shelf Registration Statement to be declared effective by the Commission a Shelf Registration Statement on Form S-3 as promptly soon as practicable after such filing. Both the Demand Request and any request Company is eligible to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using use Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. Section 3.1 At any time commencing (a) Requests for Registration. From and after 180 days following the expiration closing of the Lock-Up PeriodCompany's first Equity Offering, each Holder the Holders of a majority of the Registrable Securities shall have the right (a “the "Demand Holder”Right") may make a written to request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part any portion of the Registrable Securities held by such Holder; providedrequesting Holders (referred to herein as the "Requesting Holders") by delivering a written notice to the principal business office of the Company, howeverwhich notice identifies the Requesting Holders and specifies the number of Registrable Securities to be included in such registration (the "Demand Registration Request"). The Holders shall collectively have only one Demand Right pursuant to this Section 2.3. Subject to the restrictions set forth in Section 2.4, that if the Company will give prompt written notice of such Registration Request (the "Demand Registration Notice") to all other Holders and will thereupon use its reasonable best efforts to file within 90 days of receipt of the Demand Registration Request a registration statement on whichever form is available for use by the Company (the "Demand Registration Statement") with the SEC in order to effect the registration under the Securities Act of: (i) The Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, by the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or Requesting Holders; (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of all other Registrable Securities which the Company has received a written request to register within 15 days after the Demand Registration Notice is given and any securities of the Company proposed to be sold included in such registration by such Demand Holder.the Company for its own account; and Section 3.2 Within 15 days after receipt (iii) any Common Stock of each Demand Request, the Corporation shall give written notice of such Demand Request Company proposed to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in such registration by the Demand Registrationholders of registration rights granted other than pursuant to this Agreement ("Other Registration Rights"). The Corporation Company shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable best efforts to cause the same Demand Registration Statement to be declared effective by the Commission as promptly as practicable after such filing. Both SEC within 120 days following the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) receipt by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Company Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration)Notice. Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. Section 3.1 At (a) (i) Subject to Sections 2.1(b) and 2.3 below, at any time commencing and from time to time alter the earlier of (x) the first anniversary of the consummation of an IPO, (y) the earliest date that any other Person, by agreement with the Company, is entitled to demand registration, and (z) such date that is 36 months after the expiration date hereof, Holders holding Registrable Securities with an aggregate value of at least that set forth in Section 2.l(b)(v) shall have the Lock-Up Periodright to require the Company to file a registration statement under the Securities Act covering all or any part of their respective Registrable Securities, each Holder (a “Demand Holder”) may make by delivering a written request (each a “"Demand Request”") for registration under therefor to the Securities Act (a “Demand Registration”) of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify Company specifying the number of shares and class and series of Registrable Securities proposed to be sold included in such registration by such Holder and the intended method of distribution thereof. If the Company is then eligible to effect a registration on Form S-3 (or any -2- 5 successor form), such Holder may, in such Demand Request, or the Company may, in response thereto, designate such registration as an "S-3 Registration". All such requests by any Holder pursuant to this Section 2.1 (a)(i) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder or Holders making such demand for registration being referred to as the "Initiating Holder. Section 3.2 Within "). As promptly as practicable, but no later than 15 days after receipt of each a Demand Registration Request, the Corporation Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all non-requesting Holders. Within 30 days after receipt Holders of such notice, the non-requesting Holders shall provide written notice to the Corporation record of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand RequestSecurities. Any inclusion of Registrable Securities owned by a Demand Holder pursuant Registration which is not an S-3 Registration is sometimes referred to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count herein as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand "Standard Registration)". Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. (i) Subject to Section 3.1 At 2.1(b) below, at any time commencing after time, the expiration Holders shall have the right to require the Company to file a registration statement under the Securities Act covering such aggregate number of Registrable Securities which represents 20% or greater of the Lock-Up PeriodTotal Voting Power of the then outstanding Registrable Securities, each Holder (a “Demand Holder”) may make by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof; provided, however that no shares of Common Stock issued or issuable, directly or indirectly, upon conversion of shares of Convertible Preferred Stock may be included in such request prior to the date that is eighteen months from the date hereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (each with respect to any Demand Registration, the Holders making such demand for registration being referred to as the "Initiating Holders"). As promptly as practicable, but no later than ten days after receipt of a “Demand Registration Request”, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all Holders of record of Registrable Securities. (ii) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (together with the Initiating Holders, the "Participating Holders")(which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Participating Holders) within 30 days after the receipt of the Demand Exercise Notice (or, 15 days if, at the request of the Initiating Holders, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3). (iii) The Company shall, as expeditiously as possible but subject to Section 2.1(b), use its commercially reasonable efforts to (x) effect such registration under the Securities Act (a “Demand Registration”) of all or part of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, including a distribution to, and resale by, the partners of a Holder (a "Partner Distribution") and (y) if requested by the Majority Participating Holders, obtain acceleration of the effective date of the registration statement relating to such registration. (iv) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder seeking to effect a Partner Distribution, file any prospectus supplement or post-effective amendments and to otherwise take any action necessary to include such language, if such language was not included in the initial registration statement, or revise such language if deemed reasonably necessary by such Holder to effect such Partner Distribution. (b) Notwithstanding anything to the contrary in Section 2.1(a), the Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) the Company shall not be required to cause a registration pursuant to Section 2.1(a)(i) to be declared effective within a period of 180 days after the effective date of any other registration statement of the Company filed pursuant to the Securities Act; (ii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction or event involving the Company or any of its subsidiaries (a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal under this clause (ii), the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until twelve months after the expiration of such Postponement Period; (iii) the Company shall not be obligated to effect more than three Demand Registrations under Section 2.1(a) for the Holders, and (iv) the Company shall not be required to effect a Demand Registration unless the Registrable Securities to be included in such registration have an aggregate anticipated offering price of at least $25,000,000 (based on the then-current market price of the Registrable Securities). If the Company shall give any notice of postponement or withdrawal of any registration statement pursuant to clause (ii) above, the Company shall not, during the period of postponement or withdrawal, register any equity security of the Company, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (ii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a)(i) (whether pursuant to clause (ii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its commercially reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (c) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a)(i), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such Holderregistration pursuant to the exercise of piggyback rights granted by the Company which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement ("Additional Piggyback Rights"); provided, however, that if the Registrable Securities requested to be registered such inclusion shall be less than all permitted only to the extent that it is pursuant to and subject to the terms of such the underwriting agreement or arrangements, if any, entered into by the Participating Holders. (d) In connection with any Demand Holder’s Registrable SecuritiesRegistration, the Registrable Securities requested Company shall have the right to be registered shall, on designate the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, lead managing underwriter in connection with any offering described in Section 3.1 of this Annex A, the such registration and each other managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included for such registration, provided that in the Registration Statement because in its judgmenteach case, each such limitation underwriter is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion reasonably satisfactory to the number of such shares owned by such Majority Participating Holders.

Demand Registrations. Section 3.1 At (i) If at any time commencing after from September 21, 2006 through September 20, 2007 (the expiration of the Lock-Up Period, each Holder (a “Demand HolderPeriod”) it is determined by counsel for FieldCentrix after due inquiry that a Permitted Transferee (as defined below) may not tack the holding period which it has held Registrable Shares to the period FieldCentrix held such Registrable Shares for purposes of Rule 144(d) under the 1933 Act, one or more Permitted Transferees (the “Requesting Holders”) may make a written request require Astea to register (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”, and collectively with a Piggyback Registration, a “Registration”) of all such Requesting Holders’ Registrable Shares (in such amounts as limited by Section 1(b)(iii) below) on Form S-3 (or part of any similar form promulgated by the Registrable Securities held by such Holder; providedSEC) (the “Demand Registration Statement” and collectively with a Piggyback Registration Statement, however, that if the Registrable Securities requested to be registered “Registration Statements”). Each request for a Demand Registration shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts in writing and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed Shares requested to be sold by such registered and the proposed underwriter, if any. In the event Astea receives a request for Demand Holder. Section 3.2 Within 15 Registration from one or more Requesting Holders, Astea shall: (i) within ten (10) days after receipt of each Demand Requestany such request, the Corporation shall give written notice of such Demand Request requested registration to all non-requesting Holders. Within 30 other Permitted Transferees (if any) of Registrable Shares; (ii) as soon as practicable, but no later than ninety (90) days after receipt of such noticethereafter, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a with the SEC the Demand Registration Statement registering under the 1933 Act; and (iii) include in such of registration all Registrable Shares (subject to the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Requestlimitations set forth below in Section 1(b)(iii)) with respect to which Astea has received written requests for inclusion therein from Requesting Holders and from the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request Permitted Transferees within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving the mailing or delivery of Astea’s notice of such certificaterequested Demand Registration (such other Permitted Transferees and the Requesting Holders collectively referred to as the “Demand Participating Holders”), except that if the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any is an underwritten offering described in Section 3.1 of this Annex A, and the managing underwriter underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the a Demand Registration Statement because because, in its such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to effect an orderly facilitate public distribution, then, in the discretion of such managing underwriter, the Corporation then Astea shall be obligated to include in such Demand Registration Statement only such limited portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto Shares as such limitation permits. No shares of Registrable Securities the underwriter(s) shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excludedpermit, if any. Any exclusion of Registrable Securities Shares shall be made pro rata among such the Demand Participating Holders seeking to include such shares, in proportion to the number of Registrable Shares of the Demand Participating Holders requested to be included in such shares owned Demand Registration; provided, however, Astea shall not exclude any Registrable Shares unless Astea has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Demand Registration Statement. (ii) The Permitted Transferees of the Registrable Shares then outstanding shall be entitled to request one (1) Demand Registration during the Demand Period. (iii) The number of Registrable Shares each Demand Participating Holder shall be entitled to request inclusion in the Demand Registration shall be subject to the product of (i) the then current volume limitations of Rule 144(e) under the 1933 Act for Astea’s Common Stock and (ii) four (4). (iv) Each sale of Registrable Securities by a Demand Participating Holder under the Demand Registration Statement shall be subject to the then current volume limitations of Rule 144(e) under the 1933 Act for Astea’s Common Stock. Astea shall be permitted to direct its transfer agent to place stop transfer instructions upon the stock certificates representing the Registrable Securities reflecting the sale restrictions in the immediately preceding sentence. In furtherance of the foregoing, Astea and its transfer agent are hereby authorized to decline to make any transfer of Registrable Securities if such transfer would constitute a violation or breach of the first sentence of this paragraph. (v) If Astea furnishes to the Demand Participating Holders a certificate signed by the President of Astea that, in the good faith judgment of the Board of Directors of Astea, it is seriously detrimental to Astea and its stockholders for such Demand Registration Statement to be filed, then Astea may postpone upon one occasion in any three hundred sixty-five (365) day period for up to ninety (90) days the filing of the Demand Registration Statement. (vi) Astea will use commercially reasonable efforts to maintain the effectiveness of the Demand Registration Statement until the earlier of (x) the date on which all of the Registrable Shares included in the Demand Registration Statement have been sold by the Demand Participating Holders, and (y) the date on which all the Registrable Shares included in the Demand Registration Statement may be immediately sold by the Demand Participating Holders without registration and without restriction as to the number of Registrable Shares to be sold, pursuant to Rule 144 or otherwise (excluding for this purpose any Registrable Shares held by affiliates of Astea).

Demand Registrations. Section 3.1 At (a) IC may request, on up to three (3) separate occasions but not more frequently than once every twelve (12) months, that the Company register under the 1933 Act all or any time commencing after the expiration portion of the Lock-Up Period, each Holder (a “Demand Holder”) may make a written request remaining Registrable Securities held by IC at that time (each a “Demand Request”) for registration under the Securities Act (such registration, a “Demand Registration”) of all or part of the Registrable Securities held by such Holder; provided), however, provided that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least fifty million U.S. dollars ($25,000,000 before calculation 50,000,000) based on their then-current market price, or a lower amount if the total value of underwriting discounts and commissions. Each Demand Request shall specify the number remainder of shares IC’s holdings of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice at that time falls short of such Demand Request to all non-requesting Holders. Within 30 days after receipt of threshold and such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or request covers all of their IC’s remaining Registrable Securities be included in the Demand RegistrationSecurities. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering relating to such registration has become effective and unless IC was able to register and sell all the shares Registrable Securities requested by it to be included in such registration, as reduced by Section 2(c) below. In furtherance of such Demand Request has been the foregoing, before or promptly following the date of this Agreement (the “Filing Deadline”), the Company shall prepare and file with the SEC a Registration Statement on Form F-1, covering the sale of the Initial Shares (the “Offered Shares”). A draft of the Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to IC and its counsel prior to its filing or other submission. The Company shall use its commercially reasonable best efforts to have the Registration Statement declared effective by the Commission (unless SEC as soon as possible after such filing with the SEC. The registration of the Offered Shares shall be deemed an exercise of one of IC’s Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand RegistrationRegistrations pursuant to this Section 2(a). (b) Upon receiving a written request from IC as set out in Section 3.5 2(a) above (other than with respect to the Offered Shares), the Company shall prepare and file, no later than 45 days after receipt of such request, a Registration Statement on Form F-1 (or F-3 if then eligible for use of such form) with the SEC covering the resale of all (or, at the request of IC, any portion of) the then Registrable Securities that are not already registered and that are covered by such request. The Corporation Company shall use its commercially reasonable best efforts to have the Registration Statement become effective with the SEC as soon as possible after such filing with the SEC. (c) If the managing underwriter determines in connection with an offering pursuant to Section 2(a) that the number of Ordinary Shares intended to be included in such registration exceeds the largest number of Ordinary Shares that can be sold without having an adverse effect on such offering, including the price at which such Ordinary Shares can be sold, the Company shall include in such registration only such largest number, with the Ordinary Shares to be sold to be (i) first, the Registrable Securities held by IC and (ii) second, all other Ordinary Shares contemplated to be sold in such registration. (d) [Reserved] (e) Notwithstanding the above, the Company may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and 2(a) above or suspend the requested Registration Statement shall be filed forthwith, if, (x) in the case offering of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the under a Registration Statement filed pursuant to Section 2(b) above for up to 45 days at any one time (but for no more than 90 days in the aggregate during any 365-day period) if the Company determines in its good faith judgment that any such Demand Request upon providing written notice filing or offering, as the case may be, would (a) impede, delay or otherwise interfere with any pending or contemplated material financing, acquisition, corporate reorganization or other similar transaction, or (b) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the Corporation; if withdrawninterests of the Company and its shareholders. The Company shall give notice of such deferral or suspension (without having to specify the exact nature or details of its cause) to IC, and inform IC promptly upon such events or conditions ceasing to exist. (f) Furthermore, the Demand Request Company shall not be deemed not required to have been made for purposes of this Annex A. honor any demand by IC to register its Registrable Securities pursuant to Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose 2(b) above if a limitation on the number of shares of Common Stock which may be included in the shelf Registration Statement because in that had previously been demanded by IC pursuant to Section 4(a) below is effective and available for use at that time and covers the full scope of the transaction contemplated by IC. The Company shall nevertheless remain bound by all its judgmentobligations under Section 5 below with regard to IC’s takedown under such shelf Registration Statement, such limitation is necessary including the Company’s obligations to effect an orderly public distribution, then, in facilitate and assist the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion offering of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such sharesIC, in proportion subject to the number of such shares owned by such Holderslimitation set forth in Section 4(c) below.

Demand Registrations. (i) Subject to Section 3.1 At 2.1(b) below, at any time commencing after time, the expiration Holders shall have the right to require the Company to file a registration statement under the Securities Act covering such aggregate number of Registrable Securities which represents 20% or greater of the Lock-Up PeriodTotal Voting Power of the then outstanding Registrable Securities, each Holder (a “Demand Holder”) may make by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof; provided, however that no shares of Common Stock issued or issuable, directly or indirectly, upon conversion of (each x) shares of Series A Convertible Preferred Stock or (y) shares of Series B Convertible Preferred Stock may be included in such request prior to the date that is eighteen months from the date hereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holders making such demand for registration being referred to as the "Initiating Holders"). As promptly as practicable, but no later than ten days after receipt of a “Demand Registration Request”, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all Holders of record of Registrable Securities. (ii) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (together with the Initiating Holders, the "Participating Holders")(which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Participating Holders) within 30 days after the receipt of the Demand Exercise Notice (or, 15 days if, at the request of the Initiating Holders, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3). (iii) The Company shall, as expeditiously as possible but subject to Section 2.1(b), use its commercially reasonable efforts to (x) effect such registration under the Securities Act (a “Demand Registration”) of all or part of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, including a distribution to, and resale by, the partners of a Holder (a "Partner Distribution") and (y) if requested by the Majority Participating Holders, obtain acceleration of the effective date of the registration statement relating to such registration. (iv) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder seeking to effect a Partner Distribution, file any prospectus supplement or post-effective amendments and to otherwise take any action necessary to include such language, if such language was not included in the initial registration statement, or revise such language if deemed reasonably necessary by such Holder to effect such Partner Distribution. (b) Notwithstanding anything to the contrary in Section 2.1(a), the Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) the Company shall not be required to cause a registration pursuant to Section 2.1(a)(i) to be declared effective within a period of 180 days after the effective date of any other registration statement of the Company filed pursuant to the Securities Act; (ii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction or event involving the Company or any of its subsidiaries (a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal under this clause (ii), the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until twelve months after the expiration of such Postponement Period; (iii) the Company shall not be obligated to effect more than three Demand Registrations under Section 2.1(a) for the Holders, and (iv) the Company shall not be required to effect a Demand Registration unless the Registrable Securities to be included in such registration have an aggregate anticipated offering price of at least $25,000,000 (based on the then-current market price of the Registrable Securities). If the Company shall give any notice of postponement or withdrawal of any registration statement pursuant to clause (ii) above, the Company shall not, during the period of postponement or withdrawal, register any equity security of the Company, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (ii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a)(i) (whether pursuant to clause (ii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its commercially reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (c) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a)(i), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such Holderregistration pursuant to the exercise of piggyback rights granted by the Company which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement ("Additional Piggyback Rights"); provided, however, that if the Registrable Securities requested to be registered such inclusion shall be less than all permitted only to the extent that it is pursuant to and subject to the terms of such the underwriting agreement or arrangements, if any, entered into by the Participating Holders. (d) In connection with any Demand Holder’s Registrable SecuritiesRegistration, the Registrable Securities requested Company shall have the right to be registered shall, on designate the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, lead managing underwriter in connection with any offering described in Section 3.1 of this Annex A, the such registration and each other managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included for such registration, provided that in the Registration Statement because in its judgmenteach case, each such limitation underwriter is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion reasonably satisfactory to the number of such shares owned by such Majority Participating Holders.

Demand Registrations. Section 3.1 At any time commencing after (a) (i) As soon as practicable but no later than thirty (30) calendar days following the expiration closing of the Lock-Up PeriodMerger (the “Filing Date”), each Holder (the Company shall prepare and file with the SEC a “Demand Holder”) may make a written request (each a “Demand Request”) for shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Demand RegistrationShelf Registration Statement”) covering the resale of all or part of the Registrable Securities held by (determined as of two business days prior to such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, filing) on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding a delayed or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts continuous basis and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company that it will “review” the Shelf Registration Statement registering and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be requested necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Shelf Registration Statement to a Shelf Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3. (ii) Subject to Section 2.1(c) and the provisions below with respect to the Minimum Threshold, following the expiration of any applicable lock-up agreement, each Holder (or Holders) shall have the right at any time and from time to time to elect to sell all or any part of its Registrable Securities pursuant to an underwritten offering pursuant to the Shelf Registration Statement by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. The Holder or Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering specifying the number of Registrable Securities that the Holder or Holders desire to sell pursuant to such underwritten offering (the “Shelf Underwriting”). With respect to any Holders thereof (including Shelf Underwriting Request, the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (demand shall be referred to as the “Demand Filing DateShelf Underwriting Initiating Holders”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as . As promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3practicable, each Stockholder (together with all of its assignees) shall be entitled to deliver but no more later than two (2) Demand Requests; providedBusiness Days after receipt of a Shelf Underwriting Request, howeverthe Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, that if subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the Corporation meets Registrable Securities of the eligibility requirements Shelf Underwriting Initiating Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for using Form S-3, then this limitation inclusion in such Shelf Underwriting (which request shall not apply. In addition, no Holder shall specify the maximum number of Shelf Registrable Securities intended to be entitled to deliver a Demand Request disposed of by such Holder) within 90 five (5) days after the effectiveness receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b), use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Shelf Underwriting Initiating Holder or any other holder Holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registrable Securities registered on such Shelf Registration until Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement registering the shares of such Demand Request has been declared is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Commission (unless the Demand Shelf Underwriting Initiating Holders or any other Holder withdraws all of its Shelf Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offeringShelf Underwriting. A deferral of Notwithstanding anything to the filing of a Registration Statement pursuant to contrary in this Section 3.5 shall be lifted2.1(a)(ii), and the requested Registration Statement shall be filed forthwitheach Shelf Underwriting must include, if, (x) in the case aggregate, Registrable Securities having an aggregate market value of a deferral pursuant to clause at least the Minimum Threshold (a)(ibased on the Registrable Securities included in such Shelf Underwriting by all Participating Holders). In connection with any Shelf Underwriting (including an Underwritten Block Trade), the material non-public information is made public by Shelf Underwriting Initiating Holders shall have the Corporation, (y) in right to designate the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to Manager and each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, other managing underwriter in connection with any offering described such Shelf Underwriting or Underwritten Block Trade; provided that in Section 3.1 each case, each such underwriter is reasonably satisfactory to the Company, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if a Shelf Underwriting Initiating Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) off of this Annex Aa Shelf Registration Statement, then notwithstanding the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgmentforegoing time periods, such limitation is necessary Shelf Underwriting Initiating Holder only needs to effect an orderly public distribution, then, in notify the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion Company of the Registrable Securities with respect Underwritten Block Trade two (2) Business Days prior to which the day such offering is to commence and the Holders have requested inclusion pursuant hereto as such limitation permits. No shares of record of other Registrable Securities shall not be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed entitled to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number notice of such shares owned by Underwritten Block Trade and shall not be entitled to participate in such HoldersUnderwritten Block Trade.

Demand Registrations. Section 3.1 At any time commencing after Following the expiration termination of the Initial Lock-Up PeriodTerm, each if a Shelf Registration Statement covering Registrable Securities pursuant to Section 7.2 is not effective (other than as permitted in accordance with this Section 7), any Holder (a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of in writing that all or part of the Registrable Securities held by them shall be registered under the Securities Act (a “Demand Registration Request,” and such Holder; providedRegistration Statement, howevera “Demand Registration Statement”). As promptly as practicable and no later than twenty (20) Business Days after receipt of such Demand Registration Request, that if the Company shall register all Registrable Securities that have been requested to be registered shall be less than in the Demand Registration Request. The Company will use commercially reasonable efforts to maintain the effectiveness of the Registration Statement filed pursuant to this Section 7.3 from once it is declared effective until the earlier of the date that (i) all of such Demand Holder’s Registrable Securities, the Registrable Securities requested have been sold pursuant to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding such Registration Statement or (ii) such Registrable Securities cease to be Registrable Securities. If Form S-3 is available to the Company, the Company shall not be required to effect more than two (2) registrations in any twelve (12) month period under this Section 7.3, and if Form S-3 is not available to the Company, the Company shall not be required to effect more than one (1) registration in any twelve (12) month period under this Section 7.3. In addition, notwithstanding the foregoing, the Company shall not have an aggregate minimum obligation to file a Demand Registration Statement unless (i) if Form S-3 is available to the Company, the Demand Registration Request relates to Registrable Securities having an expected market value of at least $25,000,000 before calculation 30,000,000, and (ii) if Form S-3 is not available to the Company, the Demand Registration Request relates to Registrable Securities having an expected market value of underwriting discounts and commissionsat least $75,000,000. Each Demand Request shall specify Notwithstanding any other provision of this Section 7.3, if the managing underwriter advises the Holders, as applicable, in writing that marketing factors require a limitation on the dollar amount or the number of shares of capital stock to be underwritten, then the amount of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Requestregistered shall be reduced appropriately; provided that, the Corporation shall give written notice of such Demand Request to in any event, all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities held by the Investor and which are requested to be included must be included in such registration prior to any other shares of capital stock of the Demand RegistrationCompany, including shares of capital stock held by persons other than the Investor. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation Company shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of register securities for sale for its own account in any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement requested pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant 7.3 unless permitted to clause (a)(i), the material non-public information is made public do so by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer written consent of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such participating Holders.

Demand Registrations. Section 3.1 At any time commencing (a) Following the date that is six (6) months after the expiration date on which the Series B Shares and Series C Shares are converted into Common Stock as contemplated by the Stock Exchange Agreement, the Holders of Registrable Securities shall be entitled to require the Lock-Up Period, each Holder (a “Company to effect from time to time Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part Registration of the Registrable Securities held pursuant to Qualifying Requests. If a Qualifying Request is made by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less fewer than all Holders of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) copies of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissionsQualifying Request shall be distributed by the Company to all Holders who are not Parties to such Qualifying Request within five Business Days after it is received by the Company. Each Demand such Holder shall be entitled to join in the Qualifying Request by delivering written notice to the Company within ten Business Days after its receipt of a copy of the Qualifying Request from the Company. Such notice shall specify the number of shares of Registrable Securities proposed that each such Holder elects to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included include in the Demand Registration. The Corporation shall use its commercially reasonable efforts Qualifying Request and, if the Qualifying Request does not already include such a requirement, whether such Holder requires the Company to file arrange for public sale in a Registration Statement registering such firm commitment underwritten secondary offering of the Registrable Securities as may be requested by any Holders thereof (including that are the Holder or Holders making subject of the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Qualifying Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to Within 90 Days after receiving the Demand Requesta Qualifying Request from any Holder of Registrable Securities, the Board had determined Company shall (i) prepare and file a registration statement under the Applicable Securities Laws covering the Registrable Securities which are the subject of such request, (ii) use its best efforts to effect an Underwritten Offering cause such registration statement to become effective promptly thereafter and the Corporation had taken substantial (iii) take appropriate steps and is proceeding with reasonable diligence to effect such offering. A deferral complete all other requirements for registration or qualification of the filing Registrable Securities under the Applicable Securities Laws. (c) The Company shall use its best efforts to arrange for public sale in a firm commitment underwritten secondary offering of the Registrable Securities that are the subject of a Qualifying Request delivered pursuant to Section 2.1(a), unless the requirement of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) firm commitment underwriting is waived in the case of writing by a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer majority of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation Holders of the anticipated delayRegistrable Securities that are subject to such Qualifying Request. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing The Holders of a majority of the Registrable Securities being registered on that are the Registration Statement filed pursuant subject of such Qualifying Request shall have the right to designate the managing underwriter(s) of any such Demand Request upon providing written notice offering, subject to the Corporation; if withdrawnconsent of the Company, which consent shall not be unreasonably withheld. Except as the Holders having delivered or joined in a Qualifying Request may consent in writing, the Demand Request shall be deemed Company will not file with the Applicable Securities Authority any other registration statement with respect to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of its Common Stock which may be included in (other than a registration effected on Form S-4, ▇▇▇▇ ▇-▇ ▇▇ any successor forms thereto), whether for its own account or that of other stockholders, from the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in date of receipt of the discretion Qualifying Request until the completion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion period of distribution of the Registrable Securities with respect contemplated thereby. (d) If the Company grants any demand registration rights to which another Person, the Company shall include within such demand registration rights an obligation on behalf of such Person to notify the Company in writing of its intent to exercise its demand registration rights at least 30 Days prior to such exercise. Immediately after receipt of such notice but in no event later than three Days after receipt thereof, the Company shall deliver a copy of such notice to the Holders. If the Holders have requested inclusion pursuant hereto as exercise their demand registration rights hereunder prior to the exercise of the demand registration rights held by the Person providing such limitation permits. No shares of notice, the Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed sought to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities Holders shall be made pro rata among such Holders seeking to include such shares, included in proportion the registration statement and any associated offering prior to the number of such shares owned securities sought to be registered by such Holdersother Person.

Demand Registrations. Section 3.1 At Provided that the Company has elected to require Auvergne to effect the Backstop Commitment (as defined in the Backstop Agreement) and Auvergne has fulfilled its Backstop Commitment under the terms of the Backstop Agreement to purchase Common Shares in connection with the Rights Offering, then at any time commencing after and from time to time following the expiration of Backstop Closing Date (as defined in the Lock-Up PeriodBackstop Agreement), each Holder the Holders’ Representative shall have the right by delivering a written notice to the Company (a “Demand HolderNotice”) may make a written request (each a “Demand Request”) for registration to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities owned by the Holders and requested by such Demand Notice to be so registered (a “Demand Registration”) of all or part of the Registrable Securities held by such Holder); provided, however, that a Demand Notice may only be made if (i) the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be registered included in such Demand Registration are at least US$5,000,000 based on the volume-weighted average price of the Common Shares during the 20-day period prior to the Demand Notice or (ii) the Holders are requesting to register all of the Registrable Securities owned by the Holders at such time. A Demand Notice shall be less than all also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of a Demand Notice, the Company shall use its reasonable best efforts to file, as promptly as reasonably practicable, but not later than, 60 days with respect to any underwritten offering, or 30 days with respect to any other offering, after receipt by the Company of such Demand Holder’s Registrable SecuritiesNotice (subject to paragraph (e) of this Section 2.1), a Registration Statement relating to the offer and sale of the Registrable Securities requested to be registered shall, on included therein by the date that Holders thereof in accordance with the Demand Request is delivered, (i) constitute at least three percent (3%) methods of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold distribution elected by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file (a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing DateRegistration Statement”) and shall use commercially its reasonable best efforts to cause the same such Registration Statement to be declared effective by under the Commission Securities Act as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holdersthereof.

Demand Registrations. Section 3.1 At any time commencing after (a) Following the expiration date hereof for a period of ten (10) years (the Lock-Up Period"DEMAND PERIOD"), each Holder the Holders shall have the right (the "DEMAND RIGHT") to require the Company to file a “Demand Holder”) may make a written request (each a “Demand Request”) for registration statement under the Securities Act (a “Demand Registration”) in respect of all or part of the Registrable Securities Shares held by such Holder; providedPROVIDED, howeverHOWEVER, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of such Demand Right may be exercised only during the shares of Common Stock outstanding or Exercise Period and (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than only two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not applyRegistrations hereunder. In additionexercising the Demand Right, a Holder may only exercise it in respect of at least 50% of the Demand Registrable Shares at that time and in no event shall a Holder be entitled to exercise the second Demand Right hereunder until the date that is six (6) months after the date on which the first Demand Registration hereunder is declared effective under the Securities Act. As promptly as practicable, but in no event later than thirty (30) days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declared effective promptly a registration statement (a "DEMAND REGISTRATION") providing for the registration of all Registrable Shares as such Holder shall have demanded be registered. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to deliver a postpone and delay, until the earliest practicable time at which such Demand Request within 90 Registration can reasonably be effective, but in no event longer than one hundred twenty (120) days after (the effectiveness "BLACKOUT PERIOD"), the filing of any the Demand Registration Statement filed if (i) by the Corporation company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to an Underwritten Offering by the Corporation or Section 3.02 hereof, (ii) on behalf the Company is subject to an existing contractual obligation with an underwriter not to engage in a public offering, or (iii) the Company shall determine that any such filing or the offering of any Demand Holder Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, disposition, corporate reorganization or other holder similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of demand registration rights. Section 3.4 A registration will any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders; PROVIDED, HOWEVER, that the Blackout Period shall terminate upon the completion or abandonment of the relevant securities offering or sale, the termination or expiration of the existing contractual obligation to its underwriters not count to engage in a public offering, the completion or abandonment of the relevant financing, acquisition, corporate reorganization or other similar transaction, such time as a such Demand Registration until shall no longer affect the relevant pending or contemplated offering of securities by the Company, or the public disclosure by the Company or public admission by the Company of such material nonpublic information or such time as such material nonpublic information shall be publicly disclosed, as the case may be. After the expiration of any Blackout Period and without any further request from a Holder, the Company shall effect the filing of the Demand Registration Statement registering and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the shares effective date of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of Registration, withdrawn in writing its Registrable Securities and the Corporation has performed its obligations hereunder in all material respectsinitial request, in which case such demand will count as withdrawn request shall not constitute a Demand Registration for purposes of Section 3.01(a) hereunder. In no event shall the Company be entitled to more than one (1) Blackout Period hereunder in respect of any Demand Registration). Section 3.5 The Corporation may defer (c) Except with respect to any request by a Holder for a Demand Registration which is subsequently withdrawn at the filing (but not the preparation) request of a such Holder prior to such Demand Registration Statement required becoming effective other than by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is reason of (i) a material non-public information regarding adverse change affecting the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose Company or capital markets generally, (ii) there is notification by the Company of an intention to file a significant business opportunity (including but not limited registration statement with respect to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. Class A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminatedShares, or (ziii) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering circumstances described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment3.01(b), such limitation is necessary Holder shall pay all expenses relating to effect an orderly public distribution, then, in the discretion preparation of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holderswithdrawn Demand Registration.

Demand Registrations. Section 3.1 (a) At any time commencing and from time to time on or after the expiration date which is six months following the closing of the Lock-Up PeriodInitial Public Offering, each an Initiating Holder (a “Demand Holder”) may make a written request to PublicCo (each a “Demand Request”) for registration under the Securities Act Laws of the jurisdiction in which the securities were issued under the Initial Public Offering (or, thereafter, in any other jurisdiction in which the securities are issued pursuant to a “Demand Registration”Canadian Prospectus or effective Registration Statement filed under the Securities Act, as applicable) of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Initiating Holder and its Affiliates and Permitted Transferees (a “Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissionsRegistration”). Each Demand Request shall Such request will specify the number of shares of Registrable Securities proposed to be sold by such Demand Holderand will also specify the intended method of disposition thereof. Section 3.2 (b) Within 15 10 days after receipt of each Demand Request, the Corporation PublicCo shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt Partners and each of such notice, PublicCo and the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation Partnership (if applicable) shall use its commercially reasonable best efforts to file cause a Registration Statement registering on Form S-3 under the Securities Act (or any comparable or successor form permitting resale of securities on a continuous or delayed basis pursuant to Rule 415), or, if PublicCo is ineligible to use Form S-3, on another appropriate form or, if the Initial Public Offering qualified the issuance of securities pursuant to a Canadian Prospectus, to cause a Canadian Prospectus on Form 44-101FI (or any comparable or successor form) or, if PublicCo is ineligible to use Form 44-101F1, on another appropriate form, for the resale of such of the Registrable Securities as may be requested by the Initiating Holder and its Affiliates and any Holders thereof (including the Holder or Holders making the initial Demand Request) Persons exercising piggy-back rights under Section 2.2 to be filed with the Commission SEC or Canadian Securities Regulators (as applicable) not later than 120 60 days after receipt of such a Demand Request Request. Each of PublicCo and the Partnership (the “Demand Filing Date”if applicable) and shall use commercially its reasonable best efforts to cause the same any such Registration Statement to be declared effective by the Commission SEC or the final receipt for the Canadian Prospectus to be issued by the Canadian Securities Regulators (as applicable) as promptly as practicable after such filing. Both . (c) If the Demand Request and any request to join in Initiating Holder so elects, the offering of such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice Registration shall be in the form of an Underwritten Offering. PublicCo shall select one or more nationally recognized firms of investment bankers, reasonably acceptable to the Corporation; if withdrawnInitiating Holder, to act as the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, managing Underwriter or Underwriters in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersUnderwritten Offering.

Demand Registrations. Section 3.1 At any time commencing after (a) Subject to the expiration limitations set forth below, the Holders' Representative on behalf of the Lock-Up Period, each Holder Holders of Registrable Securities shall have the right (a “"Demand Holder”Right") may make to require the Company to file a written request (each a “Demand Request”) for registration Registration Statement under the Securities Act (a “Demand Registration”) in respect of all or part of the Registrable Securities held by Holders. If at the time that a Demand Right is exercised by the Holders' Representative on behalf of Holders, the Company is not eligible to use Form S-3, such Holder; providedDemand Right shall be a "Long-Form Demand Right". If at the time that a Demand Right is exercised by Initiating Holders, howeverthe Company is eligible to use Form S-3, that if such Demand Right shall be a "Short-Form Demand Right". Together, the Holders shall be entitled to exercise a Demand Right on up to five occasions. Each Demand Right must be exercised in respect of at least 850,000 Registrable Securities requested (subject to equitable adjustment in the event of stock splits, stock dividends and similar events). No Demand Right may be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on exercised within one year after the date that the registration of Registrable Securities pursuant to a prior exercise of a Demand Request is deliveredRight was declared effective. (b) As promptly as practicable, but in no event later than 45 days after the Company receives a written request from the Holders' Representative demanding that the Company so register the number of Registrable Securities specified in such request, the Company shall file with the Commission and thereafter use its best effects to cause to be declared effective promptly a Registration Statement (a "Demand Registration") providing for the registration of all Registrable Securities as the the Holders' Representative shall have demanded be registered on behalf of Holders. (c) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay, for a reasonable period of time (the "Blackout Period"), not to exceed 60 days after the exercise of a Demand Right in the case of subsections (i) constitute at least three percent and (3%iii) below, the filing of any Demand Registration if: (i) the shares Company will be filing, within 30 days after the exercise of a Demand Right, a Registration Statement pertaining to a public offering of Company Common Stock outstanding or in which the Holders are entitled to join pursuant to Section 2.02 hereof; (ii) have the Company is subject to an aggregate minimum market value existing contractual obligation to its underwriters not to engage in a public offering; (iii) the Company shall determine that any such filing or the offering of any Registrable Securities would (A) in the good faith judgement of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company or its wholly owned subsidiaries; (B) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company; or (C) in the good faith judgement of the Board of Directors of the Company, require disclosure of material nonpublic information which, if disclosed at least $25,000,000 before calculation such time, would be materially harmful to the interests of underwriting discounts the Company and commissionsits stockholders; PROVIDED, HOWEVER, that the Blackout Period shall terminate upon the completion or abandonment of the relevant securities offering or sale, the termination or expiration of the existing contractual obligation not to engage in a public offering, the completion or abandonment of the relevant financing, acquisition, corporate reorganization or other similar transaction, such time as such Demand Registration shall no longer affect the relevant pending or contemplated offering or sale of securities by the Company, the public disclosure by the Company or public admission by the Company of such material nonpublic information or such time as such material nonpublic information shall be publicly disclosed not in breach of confidentiality obligations, as the case may be. Each After the expiration of any Blackout Period and without any further request from the Holders' Representative on behalf of Holders, the Company shall effect the filing of the relevant Demand Request Registration and shall specify use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless the Holders' Representative shall have, prior to the effective date of such Demand Registration, withdrawn in writing the initial request, in which case such withdrawn request shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations to which the Holders are entitled hereunder. The Company may not exercise its right to postpone or delay the filing of any Demand Registration pursuant to this subsection (c) more than twice during any 12 month period. (d) Any request by the Holders' Representative on behalf of Holders for a Demand Registration which is subsequently withdrawn prior to such Demand Registration becoming effective shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations to which the Holders are entitled if such withdrawal (i) is due to a material adverse change affecting the Company, (ii) is due to a notification by the Company of an intention to file a Registration Statement with respect to Company Common Stock or (iii) is made in accordance with the penultimate sentence of Section 2.01(c). (e) The Company shall be entitled to include authorized but unissued shares of Company Common Stock in any Demand Registration, subject to Section 2.02. Notwithstanding anything contained herein, if the lead underwriter of an offering involving a Demand Registration delivers a written opinion to the Holders' Representative (a copy of which shall be provided to the Company) that the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be Company Common Stock included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed would (i) by materially and adversely affect the Corporation pursuant price of the Company Common Stock to an Underwritten Offering by the Corporation be offered or (ii) on behalf result in a greater amount of any Demand Holder or any other holder Company Common Stock being offered than the market could reasonably absorb, then the number of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective Registrable Securities to be registered by the Commission (unless the Demand Holder withdraws all of its Registrable Securities Company and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Company Common Stock which may to be included in the such Demand Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion by other holders of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities Company Common Stock pursuant to contractual incidental registration rights, shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, reduced in proportion to the number of securities originally requested to be registered by each of them to the extent that, in the lead underwriter's opinion, neither of the effects in the foregoing clauses (i) and (ii) would result from the number of shares of Company Common Stock included in such shares owned by such HoldersDemand Registration.

Demand Registrations. Section 3.1 At If on any time commencing after the expiration occasion one or more holders -------------------- of at least sixty percent (60%) of the Lock-Up Period, each Holder outstanding principal amount of the Notes shall notify the Company in writing that it or they intend to offer or cause to be offered for public sale at least thirty percent (a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”30%) of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares Company will so notify all holders of Registrable Securities proposed Securities, including all holders who have a right to be sold acquire Registrable Securities. Upon written request of any holder given within fifteen (15) days after the receipt by such Demand Holder. Section 3.2 Within 15 days after receipt holder from the Company of each Demand Requestsuch notification, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall Company will use its commercially reasonable best efforts to file a Registration Statement registering cause such of the Registrable Securities as may be requested by any Holders holder thereof (including the Holder holder or Holders making holders giving the initial Demand Requestnotice of intent to offer) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by registered under the Commission Securities Act as promptly expeditiously as practicable after such filingpossible. Both the Demand Request and The Company shall not be required to effect more than one registration during any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder twelve (12) month period pursuant to a Demand Request (including a notice of a non-requesting holder this Section 2.2 and two such registrations in the aggregate. If the Company determines to join a Demand Request) include shares to be sold by it or by other selling shareholders in any registration request pursuant to this Section 2.2, such registration shall be deemed to have been effected a "piggy back" registration under Section 2.1, and not a "demand" registration under this Section 2.2 if the holders of Registrable Securities are unable to include in any such registration statement eighty-five percent (85%) of the Registrable Securities initially requested for inclusion in such registration statement. The Company shall not be required to effect a registration pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 32.2 unless the minimum market value of any offering and registration of Registrable Securities made pursuant thereto is at least $1,000,000, each Stockholder (together with all before calculation of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then underwriting discounts and commissions. The holders of Registrable Securities may not exercise their rights under this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within Section 2.2 until 90 days after the effectiveness of any Registration Statement filed (i) by registration statement covering the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rightsInitial Public Offering. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. Section 3.1 At any time commencing after (a) The Investors may request the expiration of the Lock-Up Period, each Holder (Parent to use commercially reasonable efforts to effect a “Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) Registration of all or part of their Registrable Shares (such Registration being hereinafter referred to as a "Demand Registration") by filing a registration statement under the Registrable U.S. Securities held by Act and a prospectus under Canadian Securities Acts (including, if eligible, a shelf registration statement under Rule 415 of the U.S. Securities Act and a shelf prospectus under National Instrument 44-102 - Shelf Distributions). Any such Holder; provided, however, that if the Registrable Securities requested to be registered request shall be less than all made by notice in writing (a "Demand Registration Request") to the Parent. To the extent such Demand Registration Request seeks to register Common Shares that the Investors have acquired or have the right to acquire upon exchange or conversion of the Purchased Series B Preferred Shares (such Common Shares, "Investor Series B Demand Shares"), within five (5) Business Days after receipt of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Registration Request, the Corporation shall Parent will give written notice of such Demand Request request to the Engaged Capital Investors and, subject to Section 5.2(b), will include in such registration all non-requesting Holders. Within 30 days after receipt Common Shares that the Engaged Capital Investors have acquired or have the right to acquire upon exchange or conversion of the Series B-1 Preferred Shares and Series B-2 Preferred Shares purchased by the Engaged Capital Investors on the date hereof and purchased by the Engaged Capital Investors on the exercise of the Series B-2 Sale Option, respectively, that have not been registered pursuant to a registration statement under the U.S. Securities Act (such noticeCommon Shares, the non-requesting Holders shall provide "Engaged Capital Series B Demand Shares") with respect to which the Parent has received from the Engaged Capital Investors written requests for inclusion within ten (10) Business Days after delivery of the Parent's notice to the Corporation Engaged Capital Investors, specifying the number of their intention Engaged Capital Series B Demand Shares intended to have be registered, provided that such number requested to be registered by the Engaged Capital Investors may not exceed the Engaged Capital Pro Rata Percentage of the number of Investor Series B Demand Shares requested to be registered by the Investors in the Demand Registration Request. Subject to Section 5.2(b), the Parent shall be entitled to include for sale in any prospectus or registration statement filed pursuant to a Demand Registration any securities of the Parent to be sold by the Parent for its own account. (b) If the lead underwriter or underwriters in any underwritten Demand Registration advise the Parent in writing that the inclusion of all of their Registrable Securities the securities requested to be included in a Demand Registration, including securities offered by the Parent for its own account, as applicable, may have a material adverse effect on the distribution or sales price of the securities being offered by the Parent unless the number of such securities is reduced (such reduced offering size, the "Maximum Offering Size"), the Parent will include in such registration, in the priority listed below, in the aggregate up to the Maximum Offering Size: first, all Registrable Shares requested to be registered in the Demand RegistrationRegistration by the Investors, second, the Engaged Capital Series B Demand Shares requested to be registered by the Engaged Capital Investors, and third, securities offered by the Parent for its own account. The Corporation Parent shall as soon as practical, and in any event within 65 days, in the case of a registration statement to be filed on Form S-1, and 45 days, in the case of a registration statement to be filed on Form S-3 or a prospectus to be filed under Canadian Securities Acts, of receipt of a Demand Registration Request, file a registration statement covering all of the Registrable Shares that the Investors requested to be registered and, as applicable, the Engaged Capital Series B Demand Shares requested to be registered, and, as applicable, any securities offered by the Parent for its own account, and use its commercially reasonable efforts to file a Registration Statement registering cause such of the Registrable Securities registration statement to become effective as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission soon as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Requestpracticable. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assigneesc) The Parent shall not be entitled obliged to deliver no effect: (i) more than an aggregate of two Demand Registrations in any one 12-month period (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation a registration shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after deemed "effected" for purposes of this section until such time as the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand applicable registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request statement has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities SEC and the Corporation applicable final prospectus has performed its obligations hereunder in all material respects, in which case such demand will count as been receipted by the relevant Canadian Securities Commission); (ii) a Demand Registration). Section 3.5 The Corporation may defer Registration in the event the Parent determines in good faith that either (A) the effect of the filing (but not the preparation) of a Registration Statement required by this Section 3 until prospectus or registration statement could impede the ability of the Parent to consummate a date not later than 90 days after the Demand Filing Date if: significant transaction (aincluding, without limitation, a financing, an acquisition, a restructuring or a merger) or proceed with negotiations or discussions in relation thereto, or (B) there is (i) exists at the time material non-public information regarding relating to the Corporation Parent or its subsidiaries the disclosure of which the Board reasonably determines not to Parent believes would be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited materially adverse to the acquisition or disposition Parent and its subsidiaries, taken as a whole; in which case the Parent's obligations under this Section 5.2 shall be deferred for a period of assets (other not more than in 90 days from the ordinary course date of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving receipt of the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral Registration Request of the filing of a Registration Statement pursuant to this Section 3.5 Investors, provided that the Parent shall not be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order permitted to defer the filing of a Registration Statement pursuant to prospectus under this Section 3.5, the Corporation shall promptly (but 5.2 more than two times in any event within 10 days), upon determining 12-month period; (iii) a Demand Registration in respect of a number of Registrable Shares that is expected to seek such deferral, deliver to each result in gross proceeds of less than $20 million; or (iv) a Demand Holder Registration before the 90th day following the date on which (A) a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice receipt was issued to the Corporation; if withdrawnParent with respect to any final prospectus filed by the Parent or (B) a registration statement filed by the Parent became effective. (d) The Investors may request the Parent to use commercially reasonable efforts to effect a shelf registration statement or file and obtain a receipt for a shelf prospectus, the which registration statement or prospectus contemplates sales or distributions of Registrable Shares, provided that any such request shall not constitute a Demand Request shall be deemed not to have been made Registration, unless accompanied by a Demand Registration Request. (e) The lead underwriter or underwriters for purposes of this Annex A. Section 3.6 If, any offering in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Demand Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered selected by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities Investors and shall be made pro rata among such Holders seeking to include such shares, in proportion reasonably acceptable to the number of such shares owned by such HoldersParent.

Demand Registrations. Section 3.1 At any time During the period commencing after on the expiration first anniversary of the Lock-Up Distribution and ending on December 31, 2011 (as it may be extended pursuant to Section 16, the "REGISTRATION Period"), each Holder (a “Demand Holder”) may make a the Stockholder shall have the right upon written request (a "REQUEST") to request that the Company effect the following registrations under the Securities Act: (i) five demand registrations to be effected by means of a firm commitment underwritten public offering (an "UNDERWRITTEN Offering"), two of which may be in connection with publicly-registered Derivative Securities or similar transactions ("PUBLIC DERIVATIVES TRANSACTIONS") under which the Stockholder may demand a total of two registrations for each a “Demand Request”Underwritten Offering (one at issuance and one at settlement, which two registrations shall constitute only one demand registration effected by an Underwritten Offering for the purposes of calculating how many demand registrations the Stockholder has requested that the Company make pursuant to this Section 2(a)(i)) of Registrable Securities in connection with such issuances of Derivative Securities, subject to the conversion of the demand registration rights for Public Derivatives Transactions into demand registration rights for Private Derivatives Transactions as provided in Section 2(a)(ii) and subject to the following limitations: (A) for an Underwritten Offering that is not a Public Derivatives Transaction, the Stockholder shall not demand registration for less than the greater of (1) 7,500,000 Rainbow Media Group Class A Shares (as adjusted to reflect any stock splits, combinations of shares, reclassification or comparable transactions) or (2) $150 million of Registrable Securities; (B) for a Public Derivatives Transaction, the Stockholder shall not demand registration for less than $100 million of Registrable Securities; and (C) for a Public Derivatives Transaction, the Stockholder shall not demand registration within 3 years of a preceding issuance of securities in a Public Derivatives Transaction; (ii) demand registrations to consummate five negotiated sale or hedging or similar transactions ("PRIVATE DERIVATIVES Transactions"); PROVIDED that the Stockholder may elect to increase the number of demand registrations for Private Derivatives Transactions by converting one or both of its demand registrations for Public Derivatives Transactions, which shall have the effect of reducing the number of Underwritten Offerings for which a demand right can be exercised upon each conversion, subject to the limitation that the Stockholder shall not demand registration for a Private Derivatives Transaction for less than 1,000,000 Rainbow Media Group Class A Shares (as adjusted to reflect any stock splits, combinations of shares, reclassifications or comparable transactions); and (iii) piggy-back registration rights on any registration under the Securities Act of any Rainbow Media Group Class A Shares in an Underwritten Offering of at least $100 million (whether or not for the account of the Company or for any stockholder of the Company) in a manner that would permit the registration under the Securities Act of Registrable Securities for sale to the public (a “Demand "STOCKHOLDER PIGGY-BACK REGISTRATION"); PROVIDED that the Company shall have no obligation under this clause (iii) with respect to any registration on Form S-4 (or any other Registration Statement registering shares in a merger, consolidation, acquisition or similar transaction) or Form S-8 or any successor or comparable forms, or a Registration Statement filed in connection with an exchange offer or otherwise pursuant to a dividend reinvestment plan, stock purchase plan or other employee benefit plan. If the Company proposes a Stockholder Piggy-Back Registration”) , the Company shall give notice to the Stockholder of all or part its intention to do so not later than ten days prior to the anticipated filing date of the applicable Registration Statement. The Stockholder may elect to participate in such registration on the same basis as the planned method of distribution contemplated by the proposed registration by delivering written notice of its election to the Company within five days after the receipt of the Company's notice pursuant to this clause (iii). The Stockholder's election pursuant to this clause (iii) must (1) specify the amount of Registrable Securities held desired to be included in such registration by the Stockholder and (2) include any other information that the Company reasonably requested be included in such Holder; providedRegistration Statement. Upon its receipt of the Stockholder's election pursuant to this clause (iii), howeverthe Company will, that if subject to the cutback rights described below in Section 2(b), use its reasonable efforts to include in such registration all Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securitiesincluded. In addition to the other limitations set forth above, the Registrable Securities requested Company shall not be obligated to be registered shall, on the date effect more than one demand registration (which for purposes of this paragraph may include two registrations (one at issuance and one at settlement) for a Public Derivatives Transaction) in any calendar year; provided that the Demand Stockholder may not submit a Request is delivered, (i) constitute for registration for at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness completion of any Registration Statement filed (i) an offering of Rainbow Media Group Class A Shares or the completion by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) Stockholder of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersPrivate Derivatives Transaction.

Demand Registrations. (i) Subject to Section 3.1 At 2.1(b) below, at any time commencing after the expiration date that is eighteen months from the date hereof, the Holders shall have the right to require the Company to file a registration statement under the Securities Act covering such aggregate number of Registrable Securities which represents 20% or greater of the Lock-Up PeriodTotal Voting Power of the then outstanding Registrable Securities, each Holder (a “Demand Holder”) may make by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof; provided, however that no shares of Common Stock issued or issuable, directly or indirectly, upon conversion of (each x) shares of Series A Convertible Preferred Stock or (y) shares of Series B Convertible Preferred Stock may be included in such request prior to the date that is eighteen months from the date hereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holders making such demand for registration being referred to as the "Initiating Holders"). As promptly as practicable, but no later than ten days after receipt of a “Demand Registration Request”, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all Holders of record of Registrable Securities. (i) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (together with the Initiating Holders, the "Participating Holders") (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Participating Holders) within 30 days after the receipt of the Demand Exercise Notice (or, 15 days if, at the request of the Initiating Holders, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3). (ii) The Company shall, as expeditiously as possible but subject to Section 2.1(b), use its commercially reasonable efforts to (x) effect such registration under the Securities Act (a “Demand Registration”) of all or part of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by the Majority Participating Holders, obtain acceleration of the effective date of the registration statement relating to such registration. (b) Notwithstanding anything to the contrary in Section 2.1(a), the Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) the Company shall not be required to cause a registration pursuant to Section 2.1(a)(i) to be declared effective within a period of 180 days after the effective date of any other registration statement of the Company filed pursuant to the Securities Act; (ii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction or event involving the Company or any of its subsidiaries (a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal under this clause (ii), the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until twelve months after the expiration of such Postponement Period; (iii) the Company shall not be obligated to effect more than three Demand Registrations under Section 2.1(a) for the Holders, and (iv) the Company shall not be required to effect a Demand Registration unless the Registrable Securities to be included in such registration have an aggregate anticipated offering price of at least $25,000,000 (based on the then-current market price of the Registrable Securities). If the Company shall give any notice of postponement or withdrawal of any registration statement pursuant to clause (ii) above, the Company shall not, during the period of postponement or withdrawal, register any equity security of the Company, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (ii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a)(i) (whether pursuant to clause (ii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its commercially reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement). (c) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a)(i), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such Holderregistration pursuant to the exercise of piggyback rights granted by the Company which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement ("Additional Piggyback Rights"); provided, however, that if the Registrable Securities requested to be registered such inclusion shall be less than all permitted only to the extent that it is pursuant to and subject to the terms of such the underwriting agreement or arrangements, if any, entered into by the Participating Holders. (d) In connection with any Demand Holder’s Registrable SecuritiesRegistration, the Registrable Securities requested Company shall have the right to be registered shall, on designate the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, lead managing underwriter in connection with any offering described in Section 3.1 of this Annex A, the such registration and each other managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included for such registration, provided that in the Registration Statement because in its judgmenteach case, each such limitation underwriter is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion reasonably satisfactory to the number of such shares owned by such Majority Participating Holders.

Demand Registrations. Section 3.1 At any time commencing after (1) As soon as practicable but no later than thirty (30) calendar days following the expiration closing of the Lock-Up PeriodMerger (the “Filing Date”), each Holder (the Company shall prepare and file with the SEC a “Demand Holder”) may make a written request (each a “Demand Request”) for shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Demand RegistrationShelf Registration Statement”) covering the resale of all or part of the Registrable Securities held by (determined as of two business days prior to such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, filing) on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding a delayed or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts continuous basis and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company that it will “review” the Shelf Registration Statement registering and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be requested by any necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders thereof (including the Holder or Holders making the initial Demand Request) named therein to sell their Registrable Securities included therein and in compliance with the Commission not later than 120 days after receipt provisions of the Securities Act until such Demand Request (time as there are no longer any Registrable Securities. In the “Demand Filing Date”) and event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to cause the same convert such Shelf Registration Statement to be declared effective by the Commission a Shelf Registration Statement on Form S-3 as promptly soon as practicable after such filing. Both the Demand Request and any request Company is eligible to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using use Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. a. Subject to the terms and conditions hereof, solely during any period that the Company is then ineligible under Applicable Law to register Registrable Securities on a registration statement on Form S-3 or any successor form thereto (“Form S-3”), or if the Company is so eligible but has failed to comply with its obligations under Section 3.1 At 6.3 any time commencing after the expiration Demand Shareholders (“Requesting Shareholders”) shall be entitled to make no more than four (4) written requests of the Lock-Up PeriodCompany (each, each Holder (a “Demand Holder”) may make a written request (each a “Demand RequestDemand”) for registration under the Securities Act of an amount of Registrable Securities then held by such Requesting Shareholders that equals or is greater than the Registrable Amount (a “Demand Registration” and such registration statement, a “Demand Registration Statement”). Thereupon, the Company shall, subject to the terms of this Agreement, file the registration statement no later than 30 days after receipt of a Demand and shall use its commercially reasonable efforts to effect the registration as promptly as practicable under the Securities Act of: i. the Registrable Securities which the Company has been so requested to register by the Requesting Shareholders for disposition in accordance with the intended method of disposition stated in such Demand; ii. all other Registrable Securities which the Company has been requested to register pursuant to Section 6.1(b), but subject to Section 6.1(g); and iii. all shares of Common Stock which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 6.1, but subject to Section 6.1(g); all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of all or part of the Registrable Securities held by such Holder; providedand the additional shares of Common Stock, howeverif any, that if to be so registered. b. A Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered shall be less than all of in such Demand Holder’s Registrable SecuritiesRegistration, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value the intended method of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by disposition in connection with such Demand Holder. Section 3.2 Registration, to the extent then known, and (iii) the identity of the Requesting Shareholder(s). Within 15 five (5) days after receipt of each Demand Requesta Demand, the Corporation Company shall give written notice of such Demand Request to all non-requesting Holdersother holders of Registrable Securities. Within 30 The Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein within five (5) days after receipt the Company’s notice required by this paragraph has been given, provided that if such five (5) day period ends on a day that is not a Business Day, such period shall be deemed to end on the next succeeding Business Day. Each such written request shall comply with the requirements of a Demand as set forth in this Section 6.1(b). c. A Demand Registration shall not be deemed to have been effected (i) unless the Demand Registration Statement with respect thereto has become effective and has remained effective for a period of at least one hundred five (105) days or such noticeshorter period in which all Registrable Securities included in such Demand Registration have actually been sold or otherwise disposed of thereunder (provided, the non-requesting Holders that such period shall provide written notice be extended for a period of time equal to the Corporation period the holders of their intention to have any or all of their Registrable Securities refrain from selling any securities included in such registration statement at the request of the Company or the lead managing underwriter(s) pursuant to the provisions of this Agreement) or (ii) if, after it has become effective, such Demand Registration becomes subject, prior to one hundred five (105) days after effectiveness, to any stop order, injunction or other order or requirement of the Commission or other Governmental Entity, other than by reason of any act or omission by the applicable Selling Shareholders. d. Demand Registrations shall be on such appropriate registration form of the Commission as shall be selected by the Company and reasonably acceptable to the Requesting Shareholders. e. The Company shall not be obligated to (i) subject to Section 6.1(c), maintain the effectiveness of a registration statement under the Securities Act filed pursuant to a Demand Registration for a period longer than one hundred five (105) days or (ii) effect any Demand Registration (A) within ninety (90) days of a “firm commitment” Underwritten Offering in which all Demand Shareholders were offered “piggyback” rights pursuant to Section 6.2 (subject to Section 6.2(b)) and at least fifty percent (50%) of the number of Registrable Securities requested by such Demand Shareholders to be included in such Demand Registration were included, (B) within ninety (90) days of the completion of any other Demand Registration (including, for the avoidance of doubt, any Underwritten Offering pursuant to any Shelf Registration Statement), (C) within ninety (90) days of the completion of any other Underwritten Offering by the Company or any shorter period during which the Company has agreed not to effect a registration or public offering of securities (in each case only to the extent that the Company has undertaken contractually to the underwriters of such Underwritten Offering not to effect any registration or public offering of securities), (D) if, in the Company’s reasonable judgment, it is not feasible for the Company to proceed with the Demand Registration. The Corporation Registration because of the unavailability of audited or other required financial statements of the Company or any other Person; provided, that the Company shall use its commercially reasonable efforts to file a Registration Statement registering obtain such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission financial statements as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Requestpracticable. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) f. The Company shall be entitled to deliver no more than two (2i) postpone (upon written notice to the Demand Requests; provided, however, that if Shareholders) the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after filing or the effectiveness of a registration statement for any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or Demand Registration, (ii) on behalf cause any Demand Registration Statement to be withdrawn and its effectiveness terminated and (iii) suspend the use of the prospectus forming the part of any Demand Holder or any other holder registration statement, in each case in the event of demand registration rights. Section 3.4 A registration will not count as a Demand Registration Blackout Period until the Registration Statement registering expiration of the shares of such Demand Request has been declared effective by applicable Blackout Period. In the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) event of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or Blackout Period under clause (ii) there is a significant business opportunity (including but not limited of the definition thereof, the Company shall deliver to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed Shareholders requesting registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an either the chief executive officer or the chief financial officer of the Corporation stating that Company certifying that, in the Corporation is deferring such filing pursuant to this Section 3.5 and good faith judgment of the Company, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, Upon notice by the Company to the Demand Request may be withdrawn by those Persons representing Shareholders of any such determination, each Demand Shareholder covenants that, subject to Applicable Law, it shall keep the fact of any such notice strictly confidential, and, in the case of a majority Blackout Period pursuant to clause (ii)(y) of the definition of Blackout Period, promptly halt any offer, sale, trading or other Transfer by it or any of its Affiliates of any Registrable Securities being registered on 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 filed pursuant to 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 Demand Request upon providing written notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed in writing by the Company, will deliver to the Corporation; if withdrawn, Company any copies then in the Demand Request shall be deemed not to have been made for purposes Shareholder’s possession of this Annex A.the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. Section 3.6 g. If, in connection with any offering described in Section 3.1 of this Annex Aa Demand Registration that involves an Underwritten Offering, the lead managing underwriter shall impose a limitation on underwriter(s) advise(s) the number of shares of Common Stock which may be included in the Registration Statement because Company that, in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter(their) good faith opinion, the Corporation inclusion of all of the securities sought to be registered in connection with such Demand Registration would adversely affect the success thereof, then the Company shall include in such Registration Statement registration statement only such portion securities as the Company is advised by such lead managing underwriter(s) can be sold without such adverse effect as follows and in the following order of priority: (i) first, up to the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares number of Registrable Securities shall requested to be excluded from included in such Demand Registration by the Registration Statement unless Demand Shareholders, which, in the opinion of the lead managing underwriter(s), can be sold without adversely affecting the success thereof, pro rata among such Demand Shareholders on the basis of the number of such Registrable Securities requested to be included by such Demand Shareholders; (ii) second, securities the Company proposes to sell; and (iii) third, all other securities of the Corporation Company duly requested to be included in such registration statement, pro rata on the basis of the amount of such other securities requested to be included or such other allocation method determined by the Company. h. Any time that a Demand Registration involves an Underwritten Offering, the Requesting Shareholder(s) shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including any securities proposed which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such Registrable Securities; provided, that such investment banker(s) and manager(s) shall be reasonably acceptable to the Company (such acceptance not to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such sharesunreasonably withheld, in proportion to the number of such shares owned by such Holdersconditioned or delayed).

Demand Registrations. Section 3.1 At any time commencing after During the expiration Effective Period, one or more Initiating Holders owning, individually or in the aggregate, at least 10% of the LockCommon Stock comprising the Registrable Securities may request in writing, with a copy of such request delivered simultaneously to each non-Up PeriodInitiating Holder, each Holder (that the Company file a “Demand Holder”) may make a written request (each a “Demand Request”) for registration Registration Statement under the Securities Act (a “Demand Registration”) covering the registration of all or part at least 10% of the Registrable Securities held and the intended plan and method of disposition of such shares. The making of such demand by an Initiating Holder shall be binding upon all Investors with respect to the number of demand registration rights provided for in Section 1(c) hereof. After the date on which the Company receives such Holdera request, the Company shall use reasonable best efforts (i) to file a Registration Statement under the Securities Act on the appropriate form therefor (using Form S-3 or other “short form,” if available pursuant to the advice of counsel) covering all of the Registrable Securities specified by the Initiating Holders within 45 days after the date of such request; provided, however, that if the Registrable Securities requested to be registered such 45 day period shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify extended by the number of shares days having elapsed from the time the Company furnishes to the Initiating Holders a reasonably complete draft of Registrable Securities the proposed Registration Statement to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be liftedfiled, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing date on which a majority of the Registrable Securities being registered on to which the proposed Registration Statement filed pursuant relates notifies the Company that such draft is acceptable to such Demand Request upon providing written notice Initiating Holders insofar as the draft of the proposed Registration Statement contains information that relates to them and the intended method or methods of distribution as furnished by them to the Corporation; if withdrawn, the Demand Request shall be deemed not Company and (ii) to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in cause such Registration Statement only to be declared effective as quickly as reasonably possible after the filing referenced in clause (i) above. The Company will keep the Demand Registration current and effective for at least 120 days (such portion 120 day period to be calculated without regard to any Deferral Period), or a shorter period during which the holders of the such demand shall have sold all Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered covered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersDemand Registration.

Demand Registrations. Section 3.1 At any time commencing Upon request from Holders of fifty percent (50%) of the Registrable Securities then outstanding that the Company file a registration statement (a “Demand Registration Statement”) with respect to at least the Minimum Amount then the Company shall (x) within ten (10) days after the expiration date such request is given, give written notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within thirty (30) days after the date such request is delivered to the Company by the Initiating Holders, file a Demand Registration Statement under the Securities Act (which shall be on Form S-3, unless the Company is not then eligible to use a Form S-3 for the Shelf Registration, in which case such Demand Registration Statement shall be on Form S-1) covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the Lock-Up Period, each date the Demand Notice is delivered to such Holder (a “Demand HolderFiling Deadline”) may make a written request (each a “and use its best efforts to cause such Demand Request”) for registration Registration Statement to be declared effective by the SEC or otherwise become effective under the Securities Act as soon as practicable after the filing thereof, but in no event later than the date that is the earlier of (i) in the event that such Demand Registration Statement (x) is not subject to a review by the SEC, thirty (30) calendar days after the earlier of (A) the applicable Demand Filing Deadline and (B) the date such Demand Registration Statement was filed with the SEC and (y) is subject to a review by the SEC, sixty (60) calendar days after the earlier of (A) the applicable Demand Filings Deadline and (B) the date such Demand Registration Statement was filed with the SEC and (ii) five (5) Business Days after the date the Company receives written notification from the SEC that such Demand Registration(s) will not be reviewed (a “Demand Effectiveness Deadline”), and in each case, subject to the limitations of Section 2.1(e) (a “Demand Registration”). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1(i) of all or part during the period that is sixty (60) days before the Company’s good faith estimate of the Registrable Securities held by such Holder; provideddate of filing of, howeverand ending on a date that is ninety (90) days after the effective date of, that if a Company-initiated registration. All provisions set forth in this Agreement with respect to Shelf Registration Statements shall apply, mutatis, mutandis, to the Registrable Securities requested Demand Registration Statements required to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, filed hereunder (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice except to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision extent expressly set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration2.1(i)). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. (a) The Holders shall have the right, commencing on the date on which PCCW and its direct and indirect subsidiaries shall be permitted to sell Common Stock without the restrictions imposed by Section 3.1 At any time commencing after the expiration 6.7 of the Lock-Up PeriodShare Exchange Agreement by written notice (the "Demand Notice") given to the Company, each Holder (a “Demand Holder”) may make a written to request (each a “Demand Request”) for registration the Company to register under and in accordance with the provisions of the Securities Act (a “Demand Registration”) of all or part of the Registrable Securities held designated by such Holders (a "Demand Registration"). Upon receipt of any such Demand Notice from any Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than Company will promptly notify all other Holders of the receipt of such Demand Holder’s Notice and allow them the opportunity to include Registrable SecuritiesSecurities held by them in the proposed registration by submitting their own Demand Notice. Notwithstanding anything herein to the contrary, the Company shall not be required to honor a request for a Demand Registration if the Company has not received Demand Notices from the Required Investors. The Company shall not be required to register any Registrable Securities requested to be registered shall, on under this Section 2 unless the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an approximate aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such offering price of the Registrable Securities included in such Demand Notices shall be at least US$25 million. (b) Subject to paragraph (a) above, as may be requested by soon as practicable, but in any Holders thereof (including event within 20 days of the Holder or Holders making date on which the initial Company first receives a Demand RequestNotice pursuant to Section 2(a) hereof, the Company shall file with the Commission not later than 120 days after receipt a Registration Statement on the appropriate form for the registration and sale of the total number of Registrable Securities specified in such Demand Request Notice in accordance with the intended method or methods of distribution specified by the Holders in such Demand Notice. Subject to paragraph (h) below, the “Demand Filing Date”) and Company may include in such registration other securities for sale for its own account or for the account of any other holders of Common Stock ("Other Security Holders"). The Company shall use commercially reasonable best efforts to cause the same such Registration Statement to be declared effective by the Commission as promptly soon as practicable after such filingreasonably practicable. Both Notwithstanding the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3foregoing, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation Company shall not apply. In addition, no Holder shall be entitled obligated to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of file a Registration Statement pursuant to this Section 3.5 shall be lifted2(b): (1) if Form S-3 (or any successor form with substantially the same disclosure requirements) is not available for such offering by the Holders; or (2) if the Company has, and within the six month period preceding the date of such request, already effected a registration under the Securities Act, other than a registration from which Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities requested by included in such registration) pursuant to the provisions of Section 3 hereof. (c) Subject to Section 2(d), upon the occurrence of any event that would cause the Registration Statement (A) to contain a material misstatement or omission or (B) to be not effective and usable for resale of Registrable Securities during the period that such Registration Statement is required to be effective and usable, the Company shall be filed forthwithfile an amendment to the Registration Statement as soon as reasonably practicable, if, (x) in the case of a deferral pursuant to clause (a)(iA), the material non-public information is made public by the Corporationcorrecting any such misstatement or omission and, (y) in the case of a deferral pursuant to either clause (a)(iiA) or (B), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant use reasonable best efforts to clause (b), the proposed registration for the Corporation’s account is abandoned. In order cause such amendment to defer the filing of a be declared effective and such Registration Statement pursuant to this Section 3.5, the Corporation shall promptly become usable as soon as reasonably practicable thereafter. (but in d) The Company agrees to use reasonable best efforts to keep any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to this Section 2 continuously effective and usable for the sale of Registrable Securities until the earlier of (i) 120 days from the date on which the Commission declares such Registration Statement effective, or (ii) the date on which all the Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. Notwithstanding the foregoing, the Company shall have the right to delay the filing of any Registration Statement otherwise required to be prepared and filed by the Company pursuant to this Section 2, or to suspend the use of any Registration Statement, for a period not in excess of 90 days (a "Delay Period") if the Company shall furnish to the Holders whose Registrable Securities are included in such Registration Statement, a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Holders to continue to make sales thereunder, provided, that the 120 day period set forth in clause (i) above shall be ex- tended by an amount of time equal to any Delay Period which interrupts such 120 period. The Company may not utilize this right more than once in any twelve (12) month period. (e) The Company shall not enter into any agreement granting any Other Security Holder piggyback rights to include such Other Security Holder's securities in any registration in which the Holders have the right to include Registrable Securities on a priority basis more favorable to such Other Security Holder than is provided to the Holders pursuant to Section 3(b). (f) Holders of a majority in number of the Registrable Securities to be included in a Demand Request upon Registration pursuant to this Section 2 may, at any time prior to the effective date of the Registration Statement in respect thereof, revoke such request by providing a written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not Company to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holderseffect.

Demand Registrations. Section 3.1 (a) At any time commencing after the expiration initial public offering of the Lock-Up Period, each Holder (a “Demand Holder”) may make a written request (each a “Demand Request”) for Company’ Common Stock pursuant to an effective registration statement under the Securities Act (the “IPO”), a “Demand Registration”) Two-Thirds Interest may request that the Company register under the Securities Act the sale of all or part any portion of the Registrable Securities held by such HolderTwo-Thirds Interest; provided that any registration statement related to such sale may not become effective prior to the six (6) month anniversary of the effectiveness of the IPO. Upon receipt of such request, the Company shall promptly deliver notice of such request to all other holders of Registrable Securities, if any, who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. The Company shall state in the written notice whether the request for registration contemplates an underwritten public offering, and, in such event, the right of any holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering on the terms for such offering as may be summarized in such notice, which terms will be no less favorable than the terms applicable to the Two-Thirds Interest. The Company will use its best efforts to expeditiously effect the registration of the sale of all Registrable Securities whose holders request participation in such registration under the Securities Act and to qualify such Registrable Securities for sale under the securities laws of any State; provided, however, that the Company shall not be required to effect a registration pursuant to a request under this Section 2 more than three (3) times. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering. The Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 2 for a reasonable time period if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of material non-public information, and the shares Board of Common Stock outstanding Directors determines in good faith that such disclosure would be detrimental to the Company and its stockholders, or (ii) have the Board of Directors determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness; provided that in no such case may such periods of postponement exceed an aggregate minimum market value of at least $25,000,000 before calculation ninety (90) days in any period of underwriting discounts and commissionstwelve (12) consecutive months. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration requested registration under this Section 2(a) until the Registration Statement registering the shares of registration statement relating to such Demand Request registration has been declared effective by the Commission (unless Commission. Without limiting the Demand Holder withdraws all generality of its Registrable Securities and the Corporation foregoing, if a Two-Thirds Interest shall request in writing that the Company withdraw a registration statement that has performed its obligations hereunder in all material respectsbeen filed under this Section 2(a) but not yet been declared effective, in which case such demand will request shall not count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by requested registration under this Section 3 until a date not later than 90 days after 2(a), unless such Two-Thirds Interest thereafter requests the Demand Filing Date if: (a) there is (i) material non-public information regarding Company to reinstate such registration statement, if permitted under the Corporation which Securities Act, or to file another registration statement, in accordance with the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; orprocedures set forth herein. (b) prior If a registration requested under Section 2(a) involves an underwritten public offering and the managing underwriter of such offering determines in good faith that the registration of all or part the securities requested to receiving be included in such offering would have a material and adverse effect on the Demand Requestsuccess of such offering, then the number of securities to be included in such offering shall be reduced to a number deemed satisfactory by such managing underwriter. In such case, the Board had shares to be excluded from such offering shall be determined in the following order: (i) first, securities held by any Persons not having registration rights with respect to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral securities of the filing Company, (ii) second, securities held by any Persons other than any of a Registration Statement the parties to this Agreement having contractual, incidental “piggy back” registration rights to include such securities in the registration statement pursuant to an agreement other than this Section 3.5 Agreement, (iii) third, securities sought to be registered by the Company for its own account and (iv) fourth, holders of Registrable Securities, it being understood that no securities shall be liftedregistered for the account of the Company or any other Person other than the holders of Registrable Securities unless all Registrable Securities for which holders thereof have requested registration have been registered. If there is a reduction of the number of securities to be included in such offering and described in any of clauses (i), and the requested Registration Statement (ii) or (iv), such reduction shall be filed forthwith, if, made on a pro rata basis (x) based upon the aggregate number of securities held by the holders in each such category and subject to the priorities set forth in the case of preceding sentence). (c) With respect to a deferral request for registration pursuant to clause (a)(i), the material non-Section 2(a) that is for an underwritten public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex Aoffering, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion chosen by Investors holding not less than two-thirds of the Registrable Securities with respect to be sold in such offering, subject to the Company’ consent, which such Holders have requested inclusion pursuant hereto as such limitation permitsconsent shall not be unreasonably withheld. No shares The Company may not cause any other registration of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for sale for its own accountaccount (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable) have to become effective within one hundred eighty (180) days following the date any registration statement filed under this Section 2 has been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to declared effective by the number of such shares owned by such HoldersCommission.

Demand Registrations. Section 3.1 At any time commencing after (i) As soon as practicable but no later than forty-five (45) calendar days following the expiration closing of the Lock-Up PeriodMerger (the “Filing Date”), each Holder (the Parent shall prepare and file with the SEC a “Demand Holder”) may make a written request (each a “Demand Request”) for shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Demand RegistrationShelf Registration Statement”) covering the resale of all or part of the Registrable Securities held by (determined as of two business days prior to such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, filing) on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding a delayed or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts continuous basis and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a have such Shelf declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Parent that it will “review” the Shelf Registration Statement registering and (y) the tenth (10th) business day after the date the Parent is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Parent shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be requested by any necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders thereof (including the Holder or Holders making the initial Demand Request) named therein to sell their Registrable Securities included therein and in compliance with the Commission not later than 120 days after receipt provisions of the Securities Act until such Demand Request (time as there are no longer any Registrable Securities. In the “Demand Filing Date”) and event the Parent files a Shelf Registration Statement on Form S-1, the Parent shall use its commercially reasonable efforts to cause the same convert such Shelf Registration Statement to be declared effective by the Commission a Shelf Registration Statement on Form S-3 as promptly soon as practicable after such filing. Both the Demand Request Parent is eligible to use Form S-3. (ii) Subject to Section 2.1(c), following the nine (9) month anniversary of the date hereof, (i) the Juggernaut Holders shall have the unlimited right at any time and from time to time to elect to sell all or any part (subject to the Minimum Threshold) of its and its Affiliates’ Registrable Securities pursuant to an underwritten offering pursuant to the Shelf Registration Statement, in each case by delivering a written request therefor to join in such Demand Request shall be considered a single Demand Request. Any inclusion the Parent specifying the number of Registrable Securities owned to be included in such registration and the intended method of distribution thereof. The Juggernaut Holders shall make such election by delivering to the Parent a Demand Holder written request (a “Shelf Underwriting Request”) for such underwritten offering specifying the number of Registrable Securities that the Juggernaut Holders desire to sell pursuant to a Demand Request such underwritten offering (including a notice the “Shelf Underwriting”). With respect to any Shelf Underwriting Request, the Juggernaut Holders making such demand for registration shall be referred to as the “Shelf Underwriting Initiating Holders”. As promptly as practicable, but no later than three (3) Business Days after receipt of a non-requesting holder Shelf Underwriting Request, the Parent shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to join a Demand Requestthe Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Parent, subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding the Registrable Securities of the Shelf Underwriting Initiating Holders and (y) the Shelf Registrable Securities of any other provision set forth Holder of Shelf Registrable Securities which shall have made a written request to the Parent for inclusion in this Section 3, each Stockholder such Shelf Underwriting (together with all which request shall specify the maximum number of its assigneesShelf Registrable Securities intended to be disposed of by such Holder) shall be entitled to deliver no more than two within five (25) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness receipt of the Shelf Underwriting Notice. The Parent shall, as expeditiously as possible (and in any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b), use its reasonable best efforts to effect such Shelf Underwriting. The Parent shall, at the request of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Shelf Underwriting Initiating Holder or any other holder Holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registrable Securities registered on such Shelf Registration until Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement registering is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the shares Shelf Underwriting Initiating Holders or any other Holder of Shelf Registrable Securities to effect such Demand Request Shelf Underwriting. Once a Shelf Registration Statement has been declared effective effective, the Shelf Underwriting Initiating Holders may request, and the Parent shall be required to facilitate, subject to Section 2.1(b), an unlimited number of Shelf Underwritings initiated by the Commission (unless Juggernaut Holders pursuant to such Shelf Registration Statement. Notwithstanding anything to the Demand Holder withdraws all of its contrary in this Section 2.1(a)(ii), each Shelf Underwriting must include, in the aggregate, Registrable Securities and having an aggregate market value of at least the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) lesser of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is the Minimum Threshold (ibased on the Registrable Securities included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Requestmarket value of the Shelf Underwriting Initiating Holders’ remaining Registrable Securities, the Board had determined to effect provided that such market value is at least $5.0 million. In connection with any Shelf Underwriting (including an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(iBlock Trade), the material non-public information is made public by Shelf Underwriting Initiating Holders shall have the Corporation, (y) in right to designate the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to Manager and each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, other managing underwriter in connection with any offering described such Shelf Underwriting or Underwritten Block Trade; provided that in Section 3.1 of this Annex Aeach case, the managing each such underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion reasonably satisfactory to the number of such shares owned by such HoldersParent, which approval shall not be unreasonably withheld or delayed.

Demand Registrations. Section 3.1 At any time commencing From and after January 1, 2005, the expiration holders of Registrable Securities shall have the right, by written notice delivered to the Company by or on behalf of the Lockholders of at least fifty-Up Periodone percent (51%) of the outstanding Registrable Securities, each Holder to require the Company to register (a “the "Initial Demand Holder”Registration") may make a written request (each a “Demand Request”) for registration under the Securities Act up to one hundred percent (a “Demand Registration”100%) of all or part of the Registrable Securities. The Initial Demand Registration is exercisable once. Subsequent to the Initial Demand Registration, the holders of Registrable Securities held then outstanding shall have the right, by written notice delivered to the Company by or on behalf of the holders of at least fifty-one percent (51%) of the remaining Registrable Securities, to require the Company to register (the "Second Demand Registration") under the Securities Act up to one hundred percent (100%) of such Holderremaining Registrable Securities as were not sold pursuant to the Initial Demand Registration; provided, however, that if the fewer than ten percent (10%) of Registrable Securities requested outstanding immediately prior to be registered shall be less than all the effectiveness of the Initial Demand Registration (as adjusted for stock dividends, stock splits and similar transactions) are outstanding at the time, the holders of such Demand Holder’s Registrable Securities, the Registrable Securities requested shall not be entitled to be registered shallthe Second Demand Registration. The Second Demand Registration is exercisable once and not prior to six months after the effective date of the Registration Statement filed pursuant to the Initial Demand Registration. Subsequent to the Second Demand Registration the holders of Registrable Securities then outstanding shall have the right, by written notice delivered to the Company by and on behalf of the date that the Demand Request is delivered, (i) constitute holders of at least three fifty-one percent (351%) of the shares remaining Registrable Securities, to require the Company to register (the "Final Demand Registration" and, together with the Initial Demand Registration and the Second Demand Registration called, the "Demand Registration") under the Securities Act up to one hundred percent (100%) of Common Stock outstanding or such Registrable Securities; provided, however, that if fewer than ten percent (ii10%) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed outstanding immediately prior to be sold by such the effectiveness of the Initial Demand Holder. Section 3.2 Within 15 days after receipt of each Demand RequestRegistration (as adjusted for stock dividends, stock splits and similar transactions) are outstanding at the time, the Corporation shall give written notice holders of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders Registrable Securities shall provide written notice not be entitled to the Corporation of their intention to have any or all of their Registrable Securities be included in the Final Demand Registration. The Corporation Final Demand Registration is exercisable once and not prior to six months after the effective date of the Registration Statement filed pursuant to the Second Demand Registration. The Company shall file each Demand Registration and use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable best efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both SEC within 120 days of the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion date on which the holders of Registrable Securities owned by a first give the written notice for such Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand RequestsRegistration; provided, however, that if such written notice is given within 270 days of a Public Offering of the Corporation meets Company and the eligibility requirements managing underwriter of the Public Offering advises the Company that effecting the Demand Registration at the time requested would have a material adverse effect on the market for using Form S-3the Company's securities, then this limitation the Company may defer its obligation to file the Demand Registration for such period of time, not extending beyond the 270th day after the Public Offering, as is recommended by such managing underwriter. If any Demand Registration is requested to be a "shelf" registration, the Company shall not applyuse its reasonable best efforts to keep the Registration Statement filed in respect thereof effective for a period of twelve months from the date on which the SEC declares such Registration Statement effective (subject to extension pursuant to Section 4(a)) or such shorter period which will terminate when all Registered Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement. In additionNotwithstanding anything herein to the contrary, no Holder shall be entitled the Company may, one time in any 12 month period for up to deliver a maximum of 90 days, delay the filing of any Demand Request within 90 days after Registration, suspend the effectiveness of any Registration Statement filed and/or give a notice for purposes of the last paragraph of Section 6, as appropriate, if the Company shall have determined, upon advice of counsel, that it would be required to disclose any significant corporate development which disclosure would have a material effect on the Company, by giving notice in accordance with Section 5(c)(7) (i) a "Suspension Period"); provided, that, the period of time which the Demand Registration is required to be effective shall be increased by the Corporation pursuant to an Underwritten Offering by number of days of the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until Suspension Period if the Registration Statement registering the shares effectiveness of such Demand Request has been declared effective by Registration was suspended, but not beyond eighteen (18) months; and provided, further, that after the Commission (unless termination of the Demand Holder withdraws all of its Registrable Securities and Suspension Period the Corporation has performed its Company shall comply with the obligations hereunder set forth in all material respects, in which case such demand will count as a Demand RegistrationSection 5(1). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. (a) Subject to Section 3.1 At 5.3, at any time commencing after prior to the expiration six-month anniversary of the LockClosing or following the fourteen-Up Periodmonth anniversary of the Closing, each Holder Parent, on behalf of the Shareholder Group, may, on not more than twelve (12) separate occasions in the aggregate and not more frequently than once during any nine-month period, require the Company to file a “Demand Holder”) may make a written request (each a “Demand Request”) for registration statement under the Securities Act (a “Demand Registration”) in respect of all or part a portion of the Registrable Securities held by Shares (so long as such Holder; provided, however, that if the request covers Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, Shares with a Market Value on the date that of the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation 300 million if the aggregate Market Value of underwriting discounts and commissions. Each Demand Request shall specify all Registrable Shares on such date is at least $300 million or, if such Market Value is less than $300 million, so long as such request covers all Registrable Shares), by delivering to the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give Company written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation such right is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificatebeing exercised, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on specifying the number of shares of Common Stock which may to be included in such registration (the shares subject to such request, the "Demand Shares") and describing the intended method of distribution thereof, which may include an underwritten offering (a "Demand Request"). Subject to Section 5.7, upon receiving a Demand Request, the Company shall (i) use reasonable best efforts to file as promptly as reasonably practicable a registration statement on such form as the Company may reasonably deem appropriate (provided that the Company shall not be obligated to register any securities on a "shelf" registration statement or otherwise to register securities for offer or sale on a continuous or delayed basis) providing for the registration of the sale of such Demand Shares pursuant to the intended method of distribution (a "Demand Registration") and (ii) after the filing of an initial version of the registration statement, use reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as promptly as practicable after the date of filing of such registration statement. (b) Notwithstanding anything in this Agreement to the contrary, the Company shall be entitled to postpone and delay, for reasonable periods of time, but in no event more than an aggregate of 60 days during any 12-month period (a "Blackout Period"), the filing or effectiveness of any Demand Registration Statement because if the Company shall determine that any such filing or the offering of any Registrable Shares would (i) in the good faith judgment of the Board, impede, delay or otherwise interfere with any pending or contemplated material acquisition, corporate reorganization or other similar material transaction involving the Company, (ii) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated financing, offering or sale of any class of securities by the Company or (iii) in the good faith judgment of the Board, require disclosure of material non-public information (other than information relating to an event described in clauses (i) or (ii) above) which, if disclosed at such time, would be harmful to the best interests of the Company and its stockholders; provided, however, that the Company shall give written notice to Parent of its determination to postpone or delay the filing of any Demand Registration; and provided, further, that in the event that the Company proposes to register Common Stock, whether or not for sale for its own account, during a Blackout Period, the Shareholder Group shall have the right to exercise its rights under Section 5.2 of this Agreement with respect to such registration, subject to the limitations contained in this Agreement on the exercise of such rights. Upon notice by the Company to Parent of any such determination, the members of the Shareholder Group shall keep the fact of any such notice strictly confidential, and during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Common Stock 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, each prospectus included therein, and any amendment or supplement thereto by it 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 its judgmentpossession of the prospectus covering such Registrable Shares. (c) In connection with an underwritten offering, such limitation is necessary to effect an orderly public distribution, thenif the managing underwriter or co-managing underwriter reasonably and in good faith shall have advised the Company or Parent that, in the discretion of such managing underwriterits opinion, the Corporation number of Demand Shares subject to a Demand Request exceeds the number which can be sold in such offering, the Company shall include in such Registration Statement only registration the number of Demand Shares that, in the opinion of such portion managing underwriter or underwriters, can be sold in such offering; provided that if as a result of any reduction pursuant to this paragraph (c) the aggregate Market Value of the Registrable Securities Demand Shares to be so included is less than $300 million, the Shareholder Group may withdraw such Demand Request with respect to which all Demand Shares covered thereby and such Holders have requested inclusion pursuant hereto as such limitation permits. No shares registration shall not count for the purposes of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to determining the number of Demand Registrations to which the Shareholder Group is entitled under Section 5.1(a). (d) In connection with any underwritten offering, the managing underwriter for such shares owned Demand Registration shall be selected by Parent, provided that such Holdersmanaging underwriter shall be a nationally recognized investment banking firm and shall be reasonably acceptable to the Company. The Company may, at its option, select a nationally recognized investment banking firm reasonably acceptable to Parent to act as co-managing underwriter. (e) Nothing in this Article V shall affect or supersede any of the transfer restrictions set forth in Article IV hereof or any of the other provisions of this Agreement.

Demand Registrations. Section 3.1 At any time commencing after (a) From May 1, 1998 until April 30, 2003, subject to the expiration terms and conditions set forth herein, each of the Lock-Up Period, each Holder (a “Demand Holder”) New Investors may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part of the his Registrable Securities held by (each, a "Demand Registration"). Any request (a "Registration Request") for a Demand Registration shall specify (i) the number of Registrable Securities requested to be registered (but not less than 20,000 shares of Common Stock), and (ii) whether or not such HolderDemand Registration should be filed pursuant to Rule 415 of Regulation C promulgated under the Securities Act (or any successor rule) (a "Shelf Registration"); provided, however, that the Company may elect, at its option, to file for a Shelf Registration. Within ten days after the date of sending of such request, the Company will give written notice of such requested registration to all other holders of Registrable Securities, if any, and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the date of sending of the Company's notice. (b) The holders of Registrable Securities will be entitled to request six (6) Demand Registrations, each of which may be an underwritten registration or a Shelf Registration to remain effective for up to six months; provided, however, that none of the New Investors shall be entitled to request an additional Demand Registration as long as the Company maintains an effective Shelf Registration covering all Registrable Securities held by the New Investors or their respective transferees until April 30, 2003 and otherwise complies with the terms of this Agreement. Demand Registrations requested under the Original Registration Rights Agreement, the MLVA Registration Rights Agreement, the Scio Registration Rights Agreement and the Smokler Registration Rights Agreement shall be included in the definition of Demand Registrations for purposes of determining the number of Demand Registrations permitted under this Section 2(b) as long as any of the New Investors has the right to include his Registrable Securities in such registrations. (c) The Company will pay all "Registration Expenses" (as defined in Section 8 of this Agreement) in connection with the Demand Registrations. (d) A registration will not count as one of the Demand Registrations unless the holders of Registrable Securities are able to register and in fact sell at least 75% of the Registrable Securities requested to be registered shall be less than all of included in such Demand Holder’s Registrable Securitiesregistration. (e) Until April 30, 2003, the Company will not include in any Demand Registration any securities which are not Registrable Securities requested to be registered shall, on without the date that prior written consent of the Demand Request is delivered, (i) constitute at least three percent (3%) holders of a majority of the shares of Common Stock outstanding Registrable Securities included in such registration. If a Demand Registration or (ii) have a Water Oak Registration is an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts underwritten offering and commissions. Each Demand Request shall specify the managing underwriters advise the Company in writing that in their opinion the number of shares Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, exceeds the number of Registrable Securities proposed to and other securities, if any, which can be sold by in an orderly manner in such Demand Holder. Section 3.2 Within 15 days after receipt offering within a price range acceptable to Water Oak or the holders of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such majority of the Registrable Securities initially requesting registration, as the case may be requested by any Holders thereof (including be, the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed Company will (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant Demand Registration, include in such registration prior to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case inclusion of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the securities which are not Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may Registrable Securities requested to be included which in the Registration Statement because opinion of such underwriters can be sold in its judgment, such limitation is necessary to effect an orderly public distribution, then, in manner within the discretion price range of such managing underwriteroffering, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number respective holders thereof on the basis of such shares owned by such Holders.the amount of Registrable

Demand Registrations. Section 3.1 At any time commencing (a) Following the date that is six (6) months after the expiration date on which the Series B Shares and Series C Shares are converted into Common Stock as contemplated by the Stock Exchange Agreement, the Holders of Registrable Securities shall be entitled to require the Lock-Up Period, each Holder (a “Company to effect from time to time Demand Holder”) may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part Registration of the Registrable Securities held pursuant to Qualifying Requests. If a Qualifying Request is made by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less fewer than all Holders of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) copies of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissionsQualifying Request shall be distributed by the Company to all Holders who are not Parties to such Qualifying Request within five Business Days after it is received by the Company. Each Demand such Holder shall be entitled to join in the Qualifying Request by delivering written notice to the Company within ten Business Days after its receipt of a copy of the Qualifying Request from the Company. Such notice shall specify the number of shares of Registrable Securities proposed that each such Holder elects to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included include in the Demand Registration. The Corporation shall use its commercially reasonable efforts Qualifying Request and, if the Qualifying Request does not already include such a requirement, whether such Holder requires the Company to file arrange for public sale in a Registration Statement registering such firm commitment underwritten secondary offering of the Registrable Securities as may be requested by any Holders thereof (including that are the Holder or Holders making subject of the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Qualifying Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to Within 90 Days after receiving the Demand Requesta Qualifying Request from any Holder of Registrable Securities, the Board had determined Company shall (i) prepare and file a registration statement under the Applicable Securities Laws covering the Registrable Securities which are the subject of such request, (ii) use its best efforts to effect an Underwritten Offering cause such registration statement to become effective promptly thereafter and the Corporation had taken substantial (iii) take appropriate steps and is proceeding with reasonable diligence to effect such offering. A deferral complete all other requirements for registration or qualification of the filing Registrable Securities under the Applicable Securities Laws. (c) The Company shall use its best efforts to arrange for public sale in a firm commitment underwritten secondary offering of the Registrable Securities that are the subject of a Registration Statement Qualifying Request delivered pursuant to this Section 3.5 shall be lifted2.1(a), and unless the requested Registration Statement shall be filed forthwith, if, (x) in the case requirement of a deferral pursuant to clause (a)(i), the material non-public information firm commitment underwriting is made public waived in writing by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer majority of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation Holders of the anticipated delayRegistrable Securities that are subject to such Qualifying Request. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing The Holders of a majority of the Registrable Securities being registered on that are the Registration Statement filed pursuant subject of such Qualifying Request shall have the right to designate the managing underwriter(s) of any such Demand Request upon providing written notice offering, subject to the Corporation; if withdrawnconsent of the Company, which consent shall not be unreasonably withheld. Except as the Holders having delivered or joined in a Qualifying Request may consent in writing, the Demand Request shall be deemed Company will not file with the Applicable Securities Authority any other registration statement with respect to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of its Common Stock which may be included in (other than a registration effected on Form S-4, ▇▇▇▇ ▇-▇ ▇▇ any successor forms thereto), whether for its own account or that of other stockholders, from the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in date of receipt of the discretion Qualifying Request until the completion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion period of distribution of the Registrable Securities with respect contemplated thereby. (d) If the Company grants any demand registration rights to which another Person, the Company shall include within such demand registration rights an obligation on behalf of such Person to notify the Company in writing of its intent to exercise its demand registration rights at least 30 Days prior to such exercise. Immediately after receipt of such notice but in no event later than three Days after receipt thereof, the Company shall deliver a copy of such notice to the Holders. If the Holders have requested inclusion pursuant hereto as exercise their demand registration rights hereunder prior to the exercise of the demand registration rights held by the Person providing such limitation permits. No shares of notice, the Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed sought to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities Holders shall be made pro rata among such Holders seeking to include such shares, included in proportion the registration statement and any associated offering prior to the number of such shares owned securities sought to be registered by such Holdersother Person.

Demand Registrations. Section 3.1 3.2.1 At any time commencing after twelve (12) months from the expiration date of this Agreement, one or more Sellers holding at least fifty percent (50%) of the Lock-Up Period, each Holder (a “Demand Holder”) Registrable Securities may make a written request (each a “Demand Request”) for registration the Buyer to register under the Securities Act (a “Demand Registration”) of all or part any portion of the Registrable Securities held by such Holderrequesting Sellers in the manner specified in such request, and upon receipt of such request the Buyer shall promptly deliver notice of such request to all Sellers holding Registrable Securities who shall then have thirty (30) days to notify the Buyer in writing of their desire to be included in such registration. The Buyer will use its best efforts to expeditiously effect the registration of all Registrable Securities whose Sellers request participation in such registration under the Securities Act, but only to the extent provided for in the following provisions of this Agreement; provided, however, that if the Registrable Securities requested Buyer shall not be required to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested effect registration pursuant to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. a request under this Section 3.2 Within 15 days after receipt of each Demand Request, more than one (1) time for the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such Sellers of the Registrable Securities as a group, and may register the Registrable Securities on Form S-3 under the Securities Act, if available. Notwithstanding anything to the contrary contained herein, the right to demand registration under this Section 3.2 shall terminate after the effective date of a registration statement filed by the Buyer covering a firm commitment for an underwritten public offering in which the Sellers shall have been entitled to join and in which there shall have been effectively registered all Registrable Securities as to which registration shall have been requested. 3.2.2 Whenever a requested registration pursuant to Section 3.2.1 above is for an underwritten offering, only Registrable Securities which are to be included in the underwriting may be requested by any Holders thereof (including included in the Holder or Holders making registration, and, if the initial Demand Request) with the Commission not later than 120 days after receipt managing underwriter of such Demand Request (offering determines in good faith that the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion number of Registrable Securities owned so included which are to be sold by the Sellers of the Registrable Securities should be limited due to market conditions and/or the necessity of including in such underwriting or registration securities to be sold for the account of the Buyer, then the Buyer may reduce the number of securities to be included in such offering to a Demand Holder number deemed satisfactory by the managing underwriter, provided that the securities to be excluded shall be determined in the following order of priority: first; securities held by persons participating in such offering not having contractual, incidental or "piggyback" registration rights; and second, securities held by any person having contractual, incidental or "piggyback" registration rights subordinated and junior to the rights of the sellers of Registrable Securities; and third, securities held by any Seller participating in such registration pursuant to the exercise of demand registration rights pursuant to Section 3.2.1 above, as determined on a Demand Request pro rata basis. Notwithstanding the foregoing, in the event that the underwriter or underwriters cut back the number of Registrable Securities required to be included by the Sellers in such demand registration by more than fifty percent (including a notice of a non-requesting holder to join a Demand Request) shall 50%), then such registration will not be deemed to have been effected be a demand registration for purposes of this Section 3.2. Whenever a requested registration pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements 3.2.1 above is for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-underwritten public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Requestoffering, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral Sellers of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing at least a majority of the Registrable Securities being registered on as to which registration has been requested may designate the Registration Statement filed managing underwriter(s) of such offering. 3.2.3 If at the time of any request to register Registrable Securities pursuant to such Demand Request upon providing written notice Section 3.2.1 above the Buyer is preparing or within thirty (30) days thereafter commences to prepare a registration statement for a public offering (other than a registration effected solely to implement an employee benefit plan, a reorganization or merger or acquisition, or a transaction to which Rule 145 of the Corporation; if withdrawnCommission is applicable) which in fact is filed and becomes effective within ninety (90) days after the request, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, or is engaged in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, thenactivity which, in the discretion good faith determination of the Buyer's board of directors, would be adversely affected by the requested registration to the material detriment of the Buyer, then the Buyer may at its option direct that such request be delayed for a period not in excess of four (4) months from the effective date of such managing underwriteroffering or the date of commencement of such other activity, as the Corporation case may be, such right to delay a request to be exercised by the Buyer not more than once in any one (1) year period. Nothing in this Section 3.2.3 shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares preclude a seller of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holdersenjoying registration rights which it might otherwise possess under Section 3.3 hereof.

Demand Registrations. (i) Subject to Section 3.1 At 4.2.2(c), at any time commencing after or from time to time, one or more Holders shall have the expiration right to require the Company to file a registration statement under the Securities Act covering such aggregate number of Registrable Securities that have an aggregate anticipated offering price of at least $10,000,000 (based on the market price of the Lock-Up PeriodCommon Stock as of the date of the Demand Registration Request), each by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 4.2.2(a)(i) are referred to as “Demand Registration Requests,” the registrations so requested are referred to as “Demand Registrations” and the Holders making such demand for registration are referred to as the “Initiating Holders.” As promptly as practicable, but no later than 10 days after receipt of a Demand Registration Request, the Company shall give written notice (a “Demand HolderExercise Notice”) may make of such Demand Registration Request to all Holders of record of Registrable Securities. (ii) The Company, subject to Sections 4.2.4 and 4.2.7, shall include in a Demand Registration (A) the Registrable Securities of the Initiating Holders and (B) the Registrable Securities of any other Holder of Registrable Securities that shall have made a written request to the Company within the time limits specified below for inclusion in such registration (each together with the Initiating Holders, the “Participating Holders”). Any such request from the other Holders must be delivered to the Company within 15 days after the receipt of the Demand Exercise Notice and must specify the maximum number of Registrable Securities intended to be disposed of by such other Holders. (iii) The Company, subject to Section 4.2.2(c), shall use its reasonable best efforts (x) to file, as expeditiously as possible, but in any event within 45 days, a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part of the Registrable Securities that the Company has been so requested to register for distribution in accordance with such intended method of distribution and (y) cause such registration statement to be declared effective by the SEC as soon as practicable thereafter. (b) Registrations under this Section 4.2.2 shall be on such appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof, which form shall be selected by the Company and shall be reasonably acceptable to the Majority Participating Holders. (c) The Demand Registration rights granted in Section 4.2.2(a) to the Holders are subject to the following limitations: (i) the Company shall not be required to cause a registration pursuant to Section 4.2.2(a) to be filed within 90 days or to be declared effective within a period of 180 days after the effective date of any other registration statement of the Company filed pursuant to the Securities Act; (ii) if in the opinion of outside counsel to the Company, any registration of Registrable Securities would require disclosure of information not otherwise then required by law to be publicly disclosed and, in the good faith judgment of the board of directors of the Company, such disclosure is reasonably likely to adversely affect any material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or otherwise have a material adverse effect on the Company (a “Valid Business Reason”), the Company may postpone or withdraw a filing of a registration statement relating to a Demand Registration Request until such Valid Business Reason no longer exists, but in no event shall the Company avail itself of such right for more than 90 days, in the aggregate, in any period of 365 consecutive days (such period of postponement or withdrawal under this clause (ii), the “Postponement Period”); and the Company shall give notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; and (iii) the Company shall not be obligated to effect more than three Demand Registrations under Section 4.2.2 (a) for the Holders. If the Company shall give any notice of postponement or withdrawal of any registration statement pursuant to clause (ii) above, the Company shall not register any equity security of the Company during the period of postponement or withdrawal. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (ii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 4.2.2(a)(i), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event more than 90 days after the date of the postponement or withdrawal), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 4.2.2. (d) The Company, subject to Sections 4.2.4 and 4.2.7, may elect to include in any registration statement and offering made pursuant to Section 4.2.2(a)(i), (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares and (ii) any other shares of Common Stock that are requested to be included in such Holderregistration pursuant to the exercise of piggyback rights granted by the Company that are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Participating Holders. (e) A Holder may withdraw its Registrable Securities requested from a Demand Registration at any time. If all such Holders do so, the Company shall cease all efforts to be registered secure registration and such registration nonetheless shall be less than all deemed a Demand Registration for purposes of this Section 4.2.2 unless the withdrawal is made following withdrawal or postponement of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective registration by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder Company pursuant to a Valid Business Reason as contemplated by Section 4.2.2(c). (f) A Demand Request (including a notice of a non-requesting holder to join a Demand Request) Registration shall not be deemed to have been effected and shall not count as such (i) unless a registration statement with respect thereto has become effective and has remained effective for a period of at least 90 days or such shorter period during which all Registrable Securities covered by such Registration Statement have been sold or withdrawn, or, if such Registration Statement relates to an underwritten offering, such longer period as, in the opinion of counsel for the underwriter(s), is required by law for delivery of a prospectus in connection with the sale of Registrable Securities by an underwriter or dealer, (ii) if, after the registration statement with respect thereto has become effective, it becomes subject to any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason, (iii) if it is withdrawn by the Company pursuant to a single Demand Request. Valid Business Reason as contemplated by Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder 4.2.2(c) or (together with all of its assigneesiv) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled conditions to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be closing specified in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose purchase agreement or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, underwriting agreement entered into in connection with such Demand Registration are not satisfied, other than solely by reason of some act or omission of the Participating Holders. (g) In connection with any offering described in Section 3.1 of this Annex ADemand Registration, the Majority Participating Holders may designate the lead managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgmentconnection with such registration and each other managing underwriter for such registration, such limitation is necessary to effect an orderly public distributionprovided, thenthat, in the discretion of each case, each such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion underwriter is reasonably satisfactory to the number of such shares owned by such HoldersCompany.

Demand Registrations. Section 3.1 (1) At any time commencing after the expiration of the Lock-Up Lockup 61 15 Period, each Holder (the Designated Holders holding a “Demand Holder”) majority of the then Registrable Securities may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part any portion of their Registrable Securities in accordance with the provisions of this Section 6(b). All registrations requested pursuant to this Section 6(b) are referred to herein as "Demand Registrations." Each request for a Demand Registration shall specify the number of Registrable Securities requested to be registered. Within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the Company's notice. (2) The Designated Holders of Registrable Securities held by such Holder; provided, however, that if shall be entitled to request no more than three Demand Registrations in accordance with this Section 6(b). The aggregate offering value of the Registrable Securities requested to be registered shall be less than all of such in any Demand Holder’s Registrable SecuritiesRegistration must, in the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) good faith judgment of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of holders thereof, equal at least $25,000,000 before calculation of underwriting discounts and commissions5,000,000. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will shall not count as a one of the permitted Demand Registration Registrations until the Registration Statement registering the shares of such Demand Request it has been declared become effective by the Commission (unless the Demand Holder withdraws all holders of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on included in such registration have agreed to abandon such registration after a registration statement has been filed with the Commission). (3) If a Demand Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any is an underwritten offering described in Section 3.1 of this Annex A, and the managing underwriter shall impose a limitation on underwriters advise the Company in writing that in their opinion the number of shares of Common Stock which may Registrable Securities and other securities requested to be included in such offering exceeds the Registration Statement because number of Registrable Securities and other securities, if any, which can be sold in its judgment, such limitation is necessary to effect an orderly public distribution, then, manner in such offering within a price range acceptable to the discretion holders of a majority of the Registrable Securities included in such managing underwriterregistration, the Corporation Company shall include in such Registration Statement only such portion registration prior to the inclusion of the any securities which are not Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares the number of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed requested to be registered by included which in the Corporation for its own account) have been so excluded. Any exclusion opinion of Registrable Securities shall such underwriters can be made sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of securities requested to be included therein by each such Holders seeking holder. (4) The Company shall not be obligated to include such shareseffect more than one Demand Registration in any twelve-month period, in proportion and the Company shall not be obligated to effect any Demand Registration within 60 days after the number effective date of such shares owned by such Holders.a previous offering of Common Stock registered under the Securities Act. The Company may postpone for up to 180 days the filing or the

Demand Registrations. Section 3.1 At any time commencing after (a) Commencing upon the expiration earlier of (x) the fourth (4th) anniversary of the Lock-Up PeriodClosing Date and (y) six (6) months after an Initial Public Offering, each Holder the Company shall, upon the written demand of any Significant ▇▇▇▇▇▇▇ Securityholder or Significant Wave Securityholder, use its best efforts to effect the registration (a “Demand Holder”"DEMAND REGISTRATION") may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part such number of the Registrable Securities held Registration Shares then beneficially owned by such Holder; provided, however, that if the Registrable Securities requested to be registered party as shall be less than all of indicated in a written demand sent to the Company by such Demand Holder’s Registrable Securitiesparty; PROVIDED, the Registrable Securities requested to be registered shallHOWEVER, on the date that the Demand Request is delivered, that (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request Company shall be considered obligated to effect a single Demand Request. Any inclusion total of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand RequestsRegistrations at the request of the Significant ▇▇▇▇▇▇▇ Securityholders and no more than two (2) Demand Registrations at the request of the Significant Wave Securityholders; provided, however, PROVIDED that if the Corporation meets the eligibility requirements for using Form S-3, then this foregoing limitation shall not apply. In addition, no Holder shall be entitled restrict any Significant ▇▇▇▇▇▇▇ Securityholder or Significant Wave Securityholder from requiring the Company to deliver a effect any number of Demand Request within 90 days after Registrations on Form S-3 (or any comparable form adopted by the effectiveness SEC) SO LONG AS the fair market value of the securities the subject of any such Demand Registration Statement filed is at least $1,000,000 (iit being understood that the Company shall only be obligated under Section 7.09 to pay the expenses of the Participating Holders in connection with the first two (2) such Demand Registrations by Significant ▇▇▇▇▇▇▇ Securityholders and the Corporation pursuant to an Underwritten Offering first two (2) such Demand Registrations by the Corporation or Significant Wave Securityholders); (ii) on behalf the aggregate fair market value of any the securities the subject of a Demand Holder or any other holder of demand Registration shall not be expected to be less than $5,000,000, unless such Demand Registration relates to all the Registration Shares held by the demanding party; (iii) a registration rights. Section 3.4 A registration will shall not count as a Demand Registration until it has become effective; (iv) the Registration Statement registering rights of the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities Significant ▇▇▇▇▇▇▇ Securityholders and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by Significant Wave Securityholders under this Section 3 until a date not later than 90 days after 7.01(a) shall terminate on the Demand Filing Date if: fifth (a5th) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition anniversary of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; oran Initial Public Offering. (b) prior to receiving the If a Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and Registration is proceeding with reasonable diligence to effect such offering. A deferral of the filing of initiated by a Registration Statement pursuant to this Section 3.5 shall be liftedSignificant ▇▇▇▇▇▇▇ Securityholder or a Significant Wave Securityholder, and the Company (or any other stockholder of the Company with registration rights other than Significant ▇▇▇▇▇▇▇ Securityholders or Significant Wave Securityholders) then wishes to offer any of its securities in connection with the registration, no such securities may be offered by the Company or any other such stockholder unless the managing underwriters advise the Company in writing that in their opinion the number of securities requested Registration Statement shall to be filed forthwith, if, (x) included in the case Demand Registration does not exceed the number which can efficiently be sold in the offering. Upon receipt of a deferral pursuant to clause (a)(iwritten demand under Section 7.01(a), the material non-public information is made public Company shall expeditiously effect the registration under the Securities Act of the Registration Shares and use its best efforts to have such registration become and remain effective as provided in Section 7.08. The demanding party shall have the right to select the underwriters for a Demand Registration, subject to the approval of such selection by the Corporation, Company (ywhich approval shall not be unreasonably withheld). (c) in If a Demand Registration is initiated by a Significant ▇▇▇▇▇▇▇ Securityholder or a Significant Wave Securityholder and the case other then wishes to offer any of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, its securities in connection with any offering described the registration, the participation provisions set forth in Section 3.1 7.02(b) shall govern the rights of this Annex Athe parties, MUTATIS MUTANDIS, with respect to any limitations imposed by the managing underwriter shall impose a limitation underwriters on the number of shares of Common Stock which may Registration Shares to be included sold in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersDemand Registration.

Demand Registrations. Section 3.1 At any time commencing Beginning on the date that is six months after the expiration effective date of the Lock-Up Periodfirst registration statement for a firm commitment of a Qualified IPO, each Holder (a “Demand Holder”) may make a the Company, upon written request (each a “Demand Request”) for registration from the Required Warrant Rights Holders, on behalf of the Warrant Rights Holders and their Affiliates, as applicable, shall use commercially reasonable efforts to register under the Securities Act the Registrable Securities beneficially held by the Warrant Rights Holders, as applicable (including, at the election of the Required Warrant Rights Holders, in an underwritten offering) and bear all expenses in connection with such offering pursuant to Section 2.4 below and shall enter into such other agreements in furtherance thereof (each such registration pursuant to this Section 2.2, a “Demand Registration”) of all or part ). The Required Warrant Rights Holders, on behalf of the Registrable Securities held by Warrant Rights Holders and their Affiliates, as applicable, shall have the right to request three (3) Demand Registrations pursuant to this Section 2.2. Upon the receipt of any such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securitiesrequest, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and Company shall use commercially reasonable efforts to cause the same a registration statement (a “Demand Registration Statement”) to be filed with, and to be declared effective by, the SEC for all Registrable Securities that the Company has been requested to register as soon as practicable thereafter. The Company agrees to use commercially reasonable efforts to keep the Demand Registration Statement continuously effective until the earliest of (a) the date on which the Warrant Rights Holders and their Affiliates no longer hold any Registrable Securities registered under the Demand Registration Statement, (b) the date on which the Registrable Securities may be sold by the Commission as promptly as practicable after Warrant Rights Holders and their Affiliates pursuant to Rule 144 (with such filing. Both sale not being limited by either the Demand Request and any request to join in timing or volume restrictions thereunder) or (c) the date that is 30 days from the effective date of such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement (or the date that is 6 months from the effective date of such Demand Registration Statement if such Demand Registration Statement is a shelf registration statement filed (i) by on an appropriate form under the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 Securities Act). A registration will shall not count as a Demand Registration unless and until the Registration Statement registering the shares of such Demand Request registration statement relating thereto has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities SEC and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration)not been withdrawn. Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. Section 3.1 At (a) (i) Subject to Sections 5.1(b) and 5.2 below, at any time, the Holders shall have the right at any time commencing after following the expiration three month anniversary of the Lock-Up PeriodClosing Date and prior to January 1, each Holder (2011 to require the Company to file a “Demand Holder”) may make a written request (each a “Demand Request”) for registration statement under the Securities Act (a “Demand Registration”) covering an aggregate number of all or part Registrable Securities of not less than 10% of the Registrable Securities held total position of Holders at closing (or, if less, all remaining securities so held) (as such number may be adjusted for any stock dividend, stock split or combination of shares or in connection with a reclassification, recapitalization, merger, consolidation or other reorganization), by such Holder; provided, however, that if delivering a written request therefor to the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify Company specifying the number of shares of Registrable Securities proposed to be sold included in such registration by such Holders and the intended method of distribution of such Registrable Securities. All such requests by any Holder pursuant to this Section 5.1(a)(i) are referred to as “Demand Holder. Section 3.2 Within 15 Registration Requests,” and the registrations so requested are referred to as “Demand Registrations” (with respect to any Demand Registration, the Holders making such demand for registration being referred to as the “Initiating Holders”). As promptly as practicable, but no later than five days after receipt of each a Demand Registration Request, the Corporation Company shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing DateExercise Notice”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in of such Demand Registration Request to all Holders of record of Registrable Securities. CUSIP No. ▇▇▇▇▇▇▇▇▇ Schedule 13D Page 34 of 55 (ii) The Company, subject to Sections 5.3 and 5.6, shall be considered include in a single Demand Request. Any inclusion Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable Securities owned by which shall have made a Demand Holder pursuant written request to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth the Company for inclusion in this Section 3, each Stockholder such registration (together with all the Initiating Holders, the “Participating Holders”) (which request shall specify the maximum number of its assigneesRegistrable Securities intended to be disposed of by such Participating Holders) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 10 days after the effectiveness receipt of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration)Exercise Notice. Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. Section 3.1 At (a) Subject to the terms and conditions of this Agreement, at any time commencing and from time to time after the expiration closing of an IPO and the delivery by ICN to the Company of a written notice pursuant to Section 3.4 of the Lock-Up PeriodAffiliation and Distribution Agreement between the Company and ICN dated as of ________, each Holder 2002, that ICN no longer intends to proceed with or complete the Distribution (the "Registration Rights Trigger Date"), the Holders shall have the right to require the Company to file a “Demand Holder”registration statement under the Securities Act covering all or any part of their Registrable Securities on six (6) may make separate occasions in the aggregate, by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof (each including, but not limited to, an underwritten offering). All such requests pursuant to this Section 2.1(a) are referred to herein as "Demand Registration Requests," and the registrations so requested are referred to herein as "Demand Registrations" (with respect to any Demand Registration, the Holder making such demand for registration being referred to as the "Initiating Holder"). As promptly as practicable, but no later than ten days after receipt of a “Demand Registration Request”, the Company shall give written notice (the "Demand Exercise Notice") of such Demand Registration Request to all other Holders of record of Registrable Securities. (b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holder and (y) the Registrable Securities of any other Holder which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 10 days after the receipt of the Demand Exercise Notice. (c) The Company shall, as expeditiously as possible, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a “Demand Registration”shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) of all or part of the Registrable Securities held which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, and (y) if requested by ICN, if ICN is participating in such registration, or if requested by the Initiating Holder, if ICN is not participating in such registration, obtain acceleration of the effective date of the registration statement relating to such registration. (d) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) with respect to any registration in respect of a Demand Registration Request initiated by a transferee of ICN, such registration statement must include shares of Common Stock representing in excess of 20% of the Registrable Securities then outstanding; (ii) the Company shall not be required to cause a registration pursuant to Section 2.1(a) to be declared effective within a period of 180 days after the effective date of any registration statement of the Company effected in connection with a Demand Registration Request; and (iii) if the Board of Directors of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (A) materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its subsidiaries; or (B) require under applicable law disclosure of material non-public information and such disclosure at that time would be materially detrimental to the Company (each, a "Valid Business Reason"), the Company may postpone filing a registration statement relating to a Demand Registration Request, cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until such Valid Business Reason no longer exists, but in no event for more than three months (such period of postponement or withdrawal, the "Postponement Period"); and the Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until six months after the expiration of such Postponement Period without the prior written approval of ICN. (e) If the Company shall give any notice of postponement or withdrawal of any registration statement, the Company shall not, during the period of postponement or withdrawal, register any Common Stock, other than pursuant to a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a) (whether pursuant to Section 2.1(d)(iii) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement (including, without limitation, for purposes of Section 2.1(c) above) until the Company shall have filed a new registration statement covering the Registrable Securities requested covered by the withdrawn registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, at such time as the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than three months after the date of the postponement or withdrawal), use its reasonable best efforts to be registered shall be less than all effect the registration under the Securities Act of such Demand Holder’s Registrable Securities, the Registrable Securities requested covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holder shall have withdrawn such request, in which case the Company shall not be considered to be registered shallhave effected an effective registration for the purposes of this Agreement, on the date that the Demand Request is deliveredincluding, without limitation, for purposes of Section 2.1(c) above). (f) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a), (i) constitute at least three percent (3%) of the authorized but unissued shares of Common Stock outstanding or shares of Common Stock held by the Company as treasury shares and (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of any other shares of Registrable Securities proposed Common Stock which are requested to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in such registration pursuant to the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such exercise of piggyback rights granted by the Registrable Securities as may be requested by any Holders thereof (including Company after the Holder or Holders making the initial Demand Request) date hereof which are not inconsistent with the Commission not later than 120 days after receipt of such Demand Request rights granted in, or otherwise conflict with the terms of, this Agreement (the “Demand Filing Date”"Additional Piggyback Rights") and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder such inclusion shall be entitled permitted only to deliver a Demand Request within 90 days after the effectiveness extent that it is pursuant to and subject to the terms of any Registration Statement filed (i) the underwriting agreement or arrangements, if any, entered into by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rightsInitiating Holder. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparationg) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex ADemand Registration that is an underwritten offering, the managing underwriter Company shall impose a limitation on have the number of shares of Common Stock which may be included in right to designate the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such lead managing underwriter, and subject to the Corporation shall include next sentence, each other managing underwriter for such registration; provided that, if ICN is participating in the Demand Registration, each such Registration Statement only such portion of other managing underwriter is reasonably satisfactory to ICN, it being understood and agreed that any managing underwriter that participates as a managing underwriter in the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities IPO shall be excluded from satisfactory to ICN. If ICN is participating in the Registration Statement unless all Demand Registration, ICN shall have the right to designate one managing underwriter other securities of than the Corporation (including lead managing underwriter in any securities proposed such registration, provided that such managing underwriter selected by ICN is reasonably satisfactory to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities Company, it being understood and agreed that any managing underwriter that participates as a managing underwriter in the IPO shall be made pro rata among such Holders seeking to include such shares, in proportion satisfactory to the number of such shares owned by such HoldersCompany.

Demand Registrations. Section 3.1 At any time commencing after (a) From the expiration one year anniversary of the Lock-Up Perioddate of this Agreement until the five year anniversary of the date of this Agreement, each Holder (a “Demand Holder”) subject to the terms and conditions set forth herein, the New Investors may make a written request (each a “Demand Request”) for registration under the Securities Act (a “Demand Registration”) of all or part of the their Registrable Securities held by (each, a "Demand Registration"). Any request (a "Registration Request") for a Demand Registration shall specify (i) the number of Registrable Securities requested to be registered (but not less than 20,000 shares of Common Stock), and (ii) whether or not such HolderDemand Registration should be filed pursuant to Rule 415 of Regulation C promulgated under the Securities Act (or any successor rule) (a "Shelf Registration"); provided, however, that the Company may elect, at its option, to file for a Shelf Registration. Within ten (10) days after the date of sending of such request, the Company will give written notice of such requested registration to all other holders of Registrable Securities, if any, and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the date of sending of the Company's notice. (b) From and after the one year anniversary of the date of this Agreement, the holders of Registrable Securities will be entitled to request six (6) Demand Registrations, each of which may be an underwritten registration or a Shelf Registration to remain effective for up to six months; provided, however, that the New Investors shall not be entitled to request an additional Demand Registration as long as the Company maintains an effective Shelf Registration covering all Registrable Securities held by the New Investors or their transferees until the five year anniversary of the date of this Agreement and otherwise complies with the terms of this Agreement. Demand Registrations requested under the Original Registration Agreement, the MLVA Registration Agreement, the Scio Registration Rights Agreement, the Kensington Registration Rights Agreement, and the Aspen Registration Rights Agreement shall be included in the definition of Demand Registrations for purposes of determining the number of Demand Registrations permitted under this Section 2(b) as long as the New Investors have the right to include their Registrable Securities in such registrations. (c) The New Investors and any of their transferees participating in the Demand Registration will pay all Registration Expenses (as defined in Section 8) in connection with such Demand Registration in proportion to the amount of Registrable Securities held by each New Investor or transferee participating in the Demand Registration. (d) A registration will not count as one of the Demand Registrations unless the holders of Registrable Securities are able to register and in fact sell at least 75% of the Registrable Securities requested to be registered shall be less than all included in such registration. (e) Until the three year anniversary of such Demand Holder’s Registrable Securitiesthe date of this Agreement, the Company will not include in any Demand Registration any securities which are not Registrable Securities requested to be registered shall, on without the date that prior written consent of the Demand Request is delivered, (i) constitute at least three percent (3%) holders of a majority of the shares of Common Stock outstanding Registrable Securities included in such registration. If a Demand Registration or (ii) have a Water Oak Registration is an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts underwritten offering and commissions. Each Demand Request shall specify the managing underwriters advise the Company in writing that in their opinion the number of shares Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering, exceeds the number of Registrable Securities proposed to and other securities, if any, which can be sold by in an orderly manner in such Demand Holder. Section 3.2 Within 15 days after receipt offering within a price range acceptable to Water Oak or the holders of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such majority of the Registrable Securities initially requesting registration, as the case may be requested by any Holders thereof (including be, the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed Company will (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant Demand Registration, include in such registration prior to clause the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder and (a)(i), the material non-public information is made public by the Corporation, (yii) in the case of a deferral pursuant to clause (a)(ii)Water Oak Registration, the significant business opportunity is disclosed Company will include in such registration first, the number of Water Oak Shares requested to be included and second, the number of Registrable Securities which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder. (f) In the Corporation or is terminatedcase of an underwritten offering, or (z) the holders of a majority of the then outstanding shares of Registrable Securities or, in the case of a deferral pursuant Water Oak Registration, Water Oak, will have the right to clause (b)select the investment banker(s) and manager(s) to administer the offering, the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice subject to the Corporation; if withdrawn, the Demand Request shall Company's approval which will not be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holdersunreasonably withheld.

Demand Registrations. Section 3.1 At (a) Subject to Sections 1.3 and 2.5(a), at any time commencing after 180 days have elapsed from the expiration initial closing date of the Lock-Up PeriodOffering (or sooner if permitted by the managing underwriters of the Offering), each Principal Holder (a “Demand Holder”) may make a written shall have the right to request (each a “Demand Request”) for that the Company effect the registration under the Securities Act (a “Demand Registration”) of all or part a portion of the Registrable Securities held owned by such Principal Holder, each such request to specify the intended method or methods of disposition thereof; provided, however, provided that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least each of (A) the Institutional Holders collectively and (B) INS may make no more than three percent (3%) of the shares of Common Stock outstanding or such requests for registration and (ii) have an the Company shall not be required to effect a registration requested pursuant to this Section 1.2 unless the aggregate minimum market value Market Price of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of all Registrable Securities proposed for which registration has been requested (including requests for registration pursuant to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt 1.6) exceeds $25 million as of each Demand Request, the Corporation shall give written notice of such Demand Request date following the last day Holders may request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their include Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Requestregistration under Section 1.6. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral Upon receipt of the filing of a Registration Statement pursuant to this any request under Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i1.2(a), the material non-public information is made public by the CorporationCompany will promptly, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining give written notice of such request to seek such deferralall Holders, deliver and thereupon the Company will, subject to each Demand Holder a certificate signed by an executive officer Section 1.5, use its reasonable best efforts to effect the prompt registration under the Securities Act of: (i) the Registrable Securities for which registration has been so requested, and (ii) all other Registrable Securities for which registration has been requested pursuant to Section 1.6, all to the extent required to permit the disposition of the Corporation stating that Registrable Securities so to be registered in accordance with the Corporation is deferring such filing intended method or methods of disposition of the requesting Principal Holders. If a Principal Holder requests registration of Registrable Securities pursuant to this Section 3.5 and an approximation 1.2, any other Principal Holder that desires to participate in such registration may do so by using one of the anticipated delayits requests for registration provided in this Section 1.2 or by exercising its registration rights under Section 1.6; a Holder exercising a request for registration under this Section 1.2 shall be treated as a requesting Principal Holder for all purposes hereof. Within twenty (20) days after receiving such certificate, A request for registration shall not count as a request for registration under this Section 1.2 until the Demand Request may be withdrawn Registration Statement is declared effective by those Persons representing a majority the Commission and remains effective until the earlier of (i) 90 days from the effective date and (ii) the disposition of all Registrable Securities being registered on the Registration Statement filed pursuant to covered by such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such HoldersStatement.

Demand Registrations. Section 3.1 At (a) Within ten (10) Business Days after the written request of the Purchaser which may be made at any time commencing after March 31, 1999, the expiration Company shall prepare and file with the Commission a "Shelf" Registration Statement covering all of the Lock-Up PeriodClosing Shares and/or any other Registrable Securities issued in respect thereof for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if not available, each Holder Form S-1, or another appropriate form approved by the Holders of a majority of such Registrable Securities that permit registration of Registrable Securities for resale by the Holders in the manner or manners designated by them (a “Demand Holder”including, without limitation, public or private sales and one or more Underwritten Offerings)). The Company shall (i) may make a written request not permit any securities other than the Registrable Securities to be included in the Registration Statement except as required by registration rights existing on the date hereof and (each a “Demand Request”ii) for registration use its best efforts to cause the Registration Statement to be declared effective under the Securities Act (a “Demand Registration”) of all or part of as promptly as practicable after the Registrable filing thereof, and to keep such Registration Statement continuously effective under the Securities held by such HolderAct during the Effectiveness Period; provided, however, that the Company shall not be deemed to have used its best efforts to keep the Registration Statement effective during the Effectiveness Period if it voluntarily takes any action that would legally impair the ability of the Holders to sell or legally prohibit the sale of the Registrable Securities requested covered by such Registration Statement during the Effectiveness Period, unless such action is required under applicable law or the Company has filed a post-effective amendment to the Registration Statement and the Commission has not declared it effective. (b) Within ten (10) Business Days after the written request of the Purchaser which may be made at any time after the later of March 31, 1999 and the first date that the Warrant has been exercised in full, the Company shall prepare and file with the Commission a "Shelf" Registration Statement covering all of the Warrant Shares and/or any other Registrable Securities issued in respect thereof for an offering to be registered made on a continuous basis pursuant to Rule 415. The Registration Statement shall be less than all on Form S-3 (or if not available, Form S-1, or another appropriate form approved by the Holders of a majority of such Demand Holder’s Registrable SecuritiesSecurities that permit registration of Registrable Securities for resale by the Holders in the manner or manners designated by them (including, without limitation, public or private sales and one or more Underwritten Offerings)). The Company shall (i) not permit any securities other than the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall Registration Statement except as required by registration rights existing on the date hereof and (ii) use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable best efforts to cause the same Registration Statement to be declared effective by under the Commission Securities Act as promptly as practicable after the filing thereof, and to keep such filing. Both Registration Statement continuously effective under the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand RequestsAct during the Effectiveness Period; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation Company shall not apply. In addition, no Holder shall be entitled deemed to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant have used its best efforts to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until keep the Registration Statement registering effective during the shares of Effectiveness Period if it voluntarily takes any action that would result in the Holders not being able to sell the Registrable Securities covered by such Demand Request Registration Statement during the Effectiveness Period, unless such action is required under applicable law or the Company has been declared filed a post-effective by amendment to the Registration Statement and the Commission (unless has not declared it effective. The rights of the Demand Holder withdraws all of Purchaser under this Section 2(b) are in addition to its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registrationrights under Section 2(a). Section 3.5 The Corporation may defer (c) If the filing (but not the preparation) Holders of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawnso elect, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any an offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the pursuant to a Registration Statement unless all may be effected in the form of an Underwritten Offering. In such event, and if the managing underwriters advise the Company and such Holders in writing that in their opinion the amount of Registrable Securities and any other securities of the Corporation (including any securities proposed to be registered by sold in such Underwritten Offering exceeds the Corporation for its own account) have been so excluded. Any exclusion amount of securities which can be sold in such Underwritten Offering, there shall be included in such Underwritten Offering first, the amount of such Registrable Securities which in the opinion of such managing underwriters can be sold, and such amount shall be made allocated pro rata among the Holders proposing to sell Registrable Securities in such Holders seeking Underwritten Offering and second, any other securities proposed to include be included in such shares, in proportion to the number of such shares owned by such HoldersUnderwritten Offering.

Demand Registrations. Section 3.1 (a) At any time commencing after and from time to time during the expiration Effective Period, a Holder or group of Holders that Beneficially Owns a number of shares of Common Stock representing not less than two and one half percent (2.5%) of the LockCompany Fully-Up Period, each Holder Diluted Share Amount shall have the right by delivering a written notice to the Company (a “Demand HolderNotice”) may make a written request (each a “Demand Request”) for registration to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by Holders and requested by such Demand Notice to be so registered (a “Demand Registration”) ). A Demand Notice shall also specify the expected method or methods of all or part disposition of the applicable Registrable Securities. As promptly as practicable, but no later than 7 Business Days after receipt of a Demand Notice, the Company shall give written notice of such Demand Notice to all Holders of record of Registrable Securities. (b) Following receipt of a Demand Notice, the Company shall use its commercially reasonable efforts to file, as promptly as reasonably practicable, but not later than 30 days after receipt by the Company of such Demand Notice, a Registration Statement (including, without limitation, on Form S-3 (or any comparable or successor form or forms or any similar short-form registration) by means of a shelf registration pursuant to Rule 415 under the Securities held by Act, if so requested and the Company is then eligible to use such Holder; provided, however, that a registration and if there is no then-currently effective shelf registration statement on file with the SEC which would cover all the Registrable Securities requested to be registered shall be less than all registered) relating to the offer and sale of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on included therein by the date that initial requesting Holder and any other Holder of Registrable Securities which shall have made a written request to the Demand Request is delivered, Company for inclusion in such registration (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions. Each Demand Request which request shall specify the maximum number of shares Registrable Securities intended to be disposed of by such Holder) within 20 days after the receipt of the Demand Notice, in accordance with the method or methods of disposition of the applicable Registrable Securities elected by such Holders, and the Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (c) If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter(s) of such underwritten offering advise the Holders in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed to be sold by in such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, offering exceeds the Corporation shall give written notice total number or dollar amount of such Demand Request to all non-requesting Holders. Within 30 days after receipt securities that can be sold without having an adverse effect on the amount, price, timing or distribution of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities to be so included, then there shall be included in such offering the number or dollar amount of Registrable Securities that in the good faith opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities shall be allocated for inclusion as follows: the Registrable Securities for which inclusion in such demand offering was requested by a Purchaser and by the other Holders (collectively, the “Requested Registrable Securities”), pro rata (if applicable), based on the number of Registrable Securities Beneficially Owned by such Purchaser and each such Holder; provided, that if Centerbridge and its Affiliates give the Demand Notice, the number of Registrable Securities included in such demand offering by Fortress and its Affiliates shall not exceed the number of Requested Registrable Securities multiplied by a fraction the numerator of which shall be the number of Registrable Securities Beneficially Owned by Centerbridge (not Fortress) and its Affiliates and the denominator of which shall be all Registrable Securities Beneficially Owned by all Holders. (d) The Holders collectively shall be entitled to request no more than four Demand Registrations on the Company, and in no event shall the Company be required to effect more than one Demand Registration in any nine month period. (e) In the event of a Demand Registration. The Corporation , the Company shall be required to maintain the continuous effectiveness of the applicable Registration Statement for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. (f) Subject to Section 3.5, in addition to the Demand Registrations provided pursuant to this Section 3.1, at all times from the 60 day anniversary of the Effective Date through the end of the Effective Period, the Company will use its commercially reasonable efforts to file qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (including pursuant to Rule 415 under the Securities Act) (“Short-Form Registration”) and such Short-Form Registration shall be filed by the Company on or before the 60 day anniversary of the Effective Date and constitute a Registration Statement registering such shelf registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 under the Securities Act, to permit the distribution of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) in accordance with the Commission not later methods of distribution elected by the Holders. In no event shall the Company be obligated to effect any shelf registration other than 120 days after receipt pursuant to a Short-Form Registration. Upon filing a Short-Form Registration, through the end of such Demand Request (the “Demand Filing Date”) and shall Effective Period, the Company will use its commercially reasonable efforts to cause keep such Short-Form Registration effective with the same SEC at all times and to refile such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down by amending or supplementing the prospectus statement related to such Short-Form Registration as may reasonably be declared effective requested by the Commission Holders or as promptly as practicable after such filing. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Requestotherwise required. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.

Demand Registrations. Section 3.1 (a) At any time commencing after beginning on the expiration 120th day following the closing of the Lock-Up PeriodMerger Agreement, each Holder (but only if the Company has not filed a “Demand Holder”) may make a written Registration Statement prior thereto with respect to which the Lifted Owner was granted piggyback registration rights pursuant to Section 3 and was permitted to include for registration thereon all of the Registerable Securities, upon the request (each a “Demand Request”) for of the Lifted Owner, the Holders of Registerable Securities shall have the right to request registration under the Securities Act of all or any portion of their Registerable Securities pursuant to a Registration Statement on Form S-1 or any similar long-form Registration Statement (a “Long-Form Registration”) or, if eligible, Form S-3 (a “Short-Form Registration” and, together with each Long-Form Registration and Shelf Registration (as defined below), a “Demand Registration”) of all or part of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts and commissions). Each Demand Request request for a Long-Form Registration or Short-Form Registration shall specify the number of shares of Registrable Registerable Securities proposed requested to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. Upon receipt of any such request, the Company shall promptly (but in no event later than ten (10) days following receipt thereof) deliver notice of such request to all other Holders of Registerable Securities who shall then have ten (10) days from the date such notice is 106364262.v3 given to notify the Company in writing of their desire to be included in such registration. The Corporation Company shall prepare and file with (or confidentially submit to) the Securities and Exchange Commission (the “Commission”) SEC a Registration Statement on Form S-1 or Form S-3 (as applicable) or any successor form thereto covering all of the Registerable Securities that the Holders thereof have requested to be included in such Demand Registration as promptly as practicable following the date such initial request is given and shall use its commercially reasonable efforts to file a Registration Statement registering such of the Registrable Securities as may be requested by any Holders thereof (including the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of such Demand Request (the “Demand Filing Date”) and shall use commercially reasonable good faith efforts to cause the same such Registration Statement to be declared effective by the Commission SEC as promptly soon as practicable after such filingthereafter. Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) The Lifted Owner shall be entitled to deliver no more than two one (21) Demand RequestsRegistration in any twelve (12) month period pursuant to this Section 2 and three (3) Demand Registrations pursuant to this Section 2 in the aggregate. (b) The Company may postpone for up to 180 days the filing or effectiveness of a Registration Statement for a Demand Registration if the Board determines in its reasonable good faith judgment that such Demand Registration would (i) materially interfere with a significant acquisition, corporate organization, financing, securities offering 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 if in such event the Corporation meets Holders of a majority of the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder Registerable Securities initiating such Demand Registration shall be entitled to deliver withdraw such request and, if such request for a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any is withdrawn, such Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will 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. The Company may delay a Demand Registration until hereunder only once in any period of 12 consecutive months. Notwithstanding anything to the contrary herein, no Demand Registration Statement registering shall be required where in the shares judgment of such Demand Request has been declared effective the Company, its legal counsel, and/or SEC guidance and comments the registration would be deemed a primary offering pursuant to Securities Act Rule 415, which is interpreted by the Commission SEC staff to prohibit registrations of stock for resale where the seller is deemed to be engaged in a primary offering of behalf of the issuer. (unless c) The Company shall not include in any Demand Registration any securities which are not Registerable Securities without the Demand Holder withdraws all prior written consent of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respectsLifted Holder, in which case such demand will count as consent shall not be unreasonably withheld or delayed. If a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose involves an underwritten offering and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on of the requested Demand Registration advises the Company and the holders of Registerable Securities in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in the Demand Registration exceeds the number of shares of Common Stock which may can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such Demand Registration would adversely affect the Registration Statement because price per share of the Common Stock proposed to be sold in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriterunderwritten offering, the Corporation Company shall include in such Demand Registration Statement only such portion of (i) first, the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from Common Stock that Lifted Holder proposes to sell, and (ii) second, the Registration Statement unless all other securities shares of the Corporation (including any securities Common Stock proposed to be registered 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. (d) Notwithstanding anything to the contrary herein, the Company is not required to register Securities reasonably deemed by the Corporation for its own account) have been so excluded. Any exclusion Company’s securities counsel or by the staff of Registrable the 106364262.v3 U.S. Securities shall and Exchange Commission to be made pro rata among such Holders seeking a “primary offering” not qualifying as a secondary offering pursuant to include such shares, in proportion to the number of such shares owned by such HoldersSecurities Act Rule 415(a)(1)(i).

Demand Registrations. Section 3.1 At any time commencing after (a) (i) As soon as practicable but no later than thirty (30) calendar days following the expiration closing of the Lock-Up PeriodMerger (the “Filing Date”), each Holder (the Company shall prepare and file with the SEC a “Demand Holder”) may make a written request (each a “Demand Request”) for shelf registration statement under Rule 415 of the Securities Act (such registration statement, a “Demand RegistrationShelf Registration Statement”) covering the resale of all or part of the Registrable Securities held by (determined as of two business days prior to such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, filing) on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding a delayed or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts continuous basis and commissions. Each Demand Request shall specify the number of shares of Registrable Securities proposed to be sold by such Demand Holder. Section 3.2 Within 15 days after receipt of each Demand Request, the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a have such Shelf Registration Statement registering declared effective as soon as practicable after the filing thereof and no later than the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company that it will “review” the Shelf Registration Statement and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be requested necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event the Company files a Shelf Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert such Shelf Registration Statement to a Shelf Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3. (ii) Subject to Section 2.1(c) and the provisions below with respect to the Minimum Threshold, following the expiration of any applicable lock-up agreement, each Holder (or Holders) shall have the right at any time and from time to time to elect to sell all or any part of its Registrable Securities pursuant to an underwritten offering pursuant to the Shelf Registration Statement by any delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof. The Holder or Holders thereof shall make such election by delivering to the Company a written request (including a “Shelf Underwriting Request”) for such underwritten offering specifying the number of Registrable Securities that the Holder or Holders making the initial Demand Request) with the Commission not later than 120 days after receipt of desire to sell pursuant to such Demand Request underwritten offering (the “Demand Filing DateShelf Underwriting”) and shall use commercially reasonable efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing). Both the Demand Request and any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion of Registrable Securities owned by a Demand Holder pursuant to a Demand Request (including a notice of a non-requesting holder to join a Demand Request) shall be deemed to have been effected pursuant to a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand registration rights. Section 3.4 A registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has been declared effective by the Commission (unless the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing (but not the preparation) of a Registration Statement required by this Section 3 until a date not later than 90 days after the Demand Filing Date if: (a) there is (i) material non-public information regarding the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Demand Request, the Board had determined to effect an Underwritten Offering and the Corporation had taken substantial steps and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, (x) in the case of a deferral pursuant to clause (a)(i), the material non-public information is made public by the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, in connection with any offering described in Section 3.1 of this Annex A, the managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with With respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.Shelf Underwriting Request,

Demand Registrations. (i) Subject to Section 3.1 At 2.1(c), at any time commencing or from time to time after the expiration date that is the one year anniversary of the Lock-Up PeriodClosing Date any of the Investor Holders shall have the right to require the Company to file a registration statement under the Securities Act covering such aggregate number of Registrable Securities which represents 10% or greater of the then outstanding Registrable Securities held by the Investor Holders, each by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration by such Holders and the intended method of distribution thereof. All such requests by any Holder pursuant to this Section 2.1(a)(i) are referred to as “Demand Registration Requests,” the registrations so requested are referred to as “Demand Registrations” and the Holders making such demand for registration are referred to as the “Initiating Holders.” As promptly as practicable, but no later than 10 days after receipt of a Demand Registration Request, the Company shall give written notice (a “Demand HolderExercise Notice”) may make of such Demand Registration Request to all Holders of record of Registrable Securities. (ii) Except as otherwise set forth in this Section 2.1(a)(ii), the Investor Holders shall be permitted to request unlimited Demand Registration Requests pursuant to Section 2.1(a)(i). The Company shall not be required to (A) effect, at times when the Company is ineligible to use Form S-3 to effect a Demand Registration, more than three Demand Registrations registering shares held by ▇▇▇▇▇▇▇▇▇ Holders or (B) effect, at times when the Company is ineligible to use Form S-3 to effect a Demand Registration, more than three Demand Registrations registering shares held by Argentia Holders. (iii) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (A) the Registrable Securities of the Initiating Holders and (B) the Registrable Securities of any other Holder of Registrable Securities that shall have made a written request to the Company within the time limits specified below for inclusion in such registration (each a together with the Initiating Holders, the “Demand RequestParticipating Holders”) for registration under ). Any such request from the Securities Act (a “Demand Registration”) of all or part other Holders must be delivered to the Company within 15 days after the receipt of the Registrable Securities held by such Holder; provided, however, that if the Registrable Securities requested to be registered shall be less than all of such Demand Holder’s Registrable Securities, the Registrable Securities requested to be registered shall, on the date that the Demand Request is delivered, (i) constitute at least three percent (3%) of the shares of Common Stock outstanding or (ii) have an aggregate minimum market value of at least $25,000,000 before calculation of underwriting discounts Exercise Notice and commissions. Each Demand Request shall must specify the maximum number of shares of Registrable Securities proposed intended to be sold disposed of by such Demand Holderother Holders. (iv) The Company, as expeditiously as practicable but subject to Section 3.2 Within 15 days after receipt of each Demand Request2.1(c), the Corporation shall give written notice of such Demand Request to all non-requesting Holders. Within 30 days after receipt of such notice, the non-requesting Holders shall provide written notice to the Corporation of their intention to have any or all of their Registrable Securities be included in the Demand Registration. The Corporation shall use its commercially reasonable efforts to file a Registration Statement registering effect such registration under the Securities Act of the Registrable Securities as may that the Company has been so requested to register for distribution in accordance with such intended method of distribution. (b) Registrations under this Section 2.1 shall be requested by any Holders thereof (including on such appropriate registration form of the Holder or Holders making SEC for the initial Demand Request) disposition of such Registrable Securities in accordance with the Commission not intended method of disposition thereof, which form shall be selected by the Company and shall be reasonably acceptable to the Initiating Holder. (c) The Demand Registration rights granted in Section 2.1(a) to the Holders are subject to the following limitations: (i) Prior to an Initial Public Offering, the Company shall have the right, upon receipt of a Demand Registration Request, to elect to delay the Demand Registration and conduct an Initial Public Offering. The Company shall make such election by, as promptly as practicable but no later than 120 10 days after receipt of such the Demand Request Registration Request, giving written notice (the a “Demand Filing DateDelay Notice”) to the Initiating Holders of the Company’s decision to conduct an Initial Public Offering. If the Company makes an election under this Section 2.1(c)(i), then it shall file an initial registration statement for its Initial Public Offering within 45 days after delivery of the Delay Notice and shall use its commercially reasonable efforts to cause such registration statement to become effective as soon as practicable after filing. For the same avoidance of doubt, a Holder whose Demand Registration is delayed pursuant to this Section 2.1(c)(i) may, in connection with the Initial Public Offering, exercise the rights granted to such Holder in Section 2.2. Upon consummation of an Initial Public Offering, any Demand Registration Request that has been delayed shall be deemed withdrawn. (ii) The Company shall not be required to cause a registration pursuant to Section 2.1(a) to be filed within 90 days or to be declared effective by within a period of 180 days after the Commission as promptly as practicable after such filing. Both effective date of any other registration statement of the Demand Request and Company filed pursuant to the Securities Act. (iii) If, in the judgment of outside counsel to the Company, any request to join in such Demand Request shall be considered a single Demand Request. Any inclusion registration of Registrable Securities owned would require disclosure of information not otherwise then required by law to be publicly disclosed and, in the good faith judgment of the board of directors of the Company, such disclosure is reasonably likely to adversely affect any material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or otherwise have a Demand Holder pursuant material adverse effect on the Company (a “Valid Business Reason”), the Company may postpone or withdraw a filing of a registration statement relating to a Demand Registration Request (including until such Valid Business Reason no longer exists, but in no event shall the Company avail itself of such right for more than 90 days, in the aggregate, in any period of 365 consecutive days; and the Company shall give notice to any Participating Holder of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If the Company shall give any notice of postponement or withdrawal of any registration statement pursuant to clause (iii) above, the Company shall not register any security of the Company during the period of postponement or withdrawal (other than on a non-requesting holder registration statement on Form S-8). Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to join withdraw any registration statement pursuant to clause (iii) above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement. If the Company shall have withdrawn or prematurely terminated a Demand Request) registration statement filed under Section 2.1(a)(i), the Company shall not be deemed considered to have been effected pursuant to an effective registration for the purposes of this Agreement until the Company shall have filed a single Demand Request. Section 3.3 Notwithstanding any other provision set forth in this Section 3, each Stockholder (together with all of its assignees) shall be entitled to deliver no more than two (2) Demand Requests; provided, however, that if new registration statement covering the Corporation meets the eligibility requirements for using Form S-3, then this limitation shall not apply. In addition, no Holder shall be entitled to deliver a Demand Request within 90 days after the effectiveness of any Registration Statement filed (i) Registrable Securities covered by the Corporation pursuant to an Underwritten Offering by the Corporation or (ii) on behalf of any Demand Holder or any other holder of demand withdrawn registration rights. Section 3.4 A statement and such registration will not count as a Demand Registration until the Registration Statement registering the shares of such Demand Request has statement shall have been declared effective by and shall not have been withdrawn. If the Commission (unless Company shall give any notice of withdrawal or postponement of a registration statement, at such time as the Demand Holder withdraws all of its Registrable Securities and the Corporation has performed its obligations hereunder in all material respects, in which case Valid Business Reason that caused such demand will count as a Demand Registration). Section 3.5 The Corporation may defer the filing withdrawal or postponement no longer exists (but not the preparation) of a Registration Statement required by this Section 3 until a date not later in no event more than 90 days after the Demand Filing Date if:date of the postponement or withdrawal), the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1. (ad) there is The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering made pursuant to Section 2.1(a)(i), authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares. (e) A Holder may only withdraw its Registrable Securities from a Demand Registration (i) material non-public information regarding with the Corporation which prior written consent of the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose Company or (ii) there is a significant business opportunity (including but not limited to the acquisition or disposition of assets (other than in the ordinary course event of business) or any merger, consolidation, tender offer or other similar transaction) available a postponement of the Registration Statement by the Company pursuant to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose; or (b) prior to receiving the Section 2.1(c). If all such Holders withdraw from a Demand RequestRegistration, the Board had determined Company shall cease all efforts to effect an Underwritten Offering and secure registration. If, following the Corporation had taken substantial steps and is proceeding with reasonable diligence withdrawal or partial withdrawal of Participating Holders from a Demand Registration, the remaining Participating Holders are not requesting registration of Registrable Securities representing at least 10% of the then-outstanding Registrable Securities held by the Investor Holders, the Company may in its discretion elect to cease all efforts to effect such offering. A deferral of the filing of a Registration Statement pursuant to this Section 3.5 shall be lifted, and the requested Registration Statement shall be filed forthwith, if, Demand Registration. (xf) in the case of a deferral pursuant to clause (a)(i)In connection with any Demand Registration, the material non-public information is made public by Initiating Holder may designate the Corporation, (y) in the case of a deferral pursuant to clause (a)(ii), the significant business opportunity is disclosed by the Corporation or is terminated, or (z) in the case of a deferral pursuant to clause (b), the proposed registration for the Corporation’s account is abandoned. In order to defer the filing of a Registration Statement pursuant to this Section 3.5, the Corporation shall promptly (but in any event within 10 days), upon determining to seek such deferral, deliver to each Demand Holder a certificate signed by an executive officer of the Corporation stating that the Corporation is deferring such filing pursuant to this Section 3.5 and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Demand Request may be withdrawn by those Persons representing a majority of the Registrable Securities being registered on the Registration Statement filed pursuant to such Demand Request upon providing written notice to the Corporation; if withdrawn, the Demand Request shall be deemed not to have been made for purposes of this Annex A. Section 3.6 If, lead managing underwriter in connection with any offering described in Section 3.1 of this Annex A, the such registration and each other managing underwriter shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because in its judgmentfor such registration, such limitation is necessary to effect an orderly public distributionprovided, thenthat, in the discretion of each case, each such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits. No shares of Registrable Securities shall be excluded from the Registration Statement unless all other securities of the Corporation (including any securities proposed to be registered by the Corporation for its own account) have been so excluded. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion underwriter is reasonably satisfactory to the number of such shares owned by such HoldersCompany.