Common use of Demand Registrations Clause in Contracts

Demand Registrations. (a) If the Company shall receive from any Holder or group of Holders holding at least 50% of the Registrable Securities, in either case at any time beginning 180 days after the closing of the IPO, a written request that the Company file a registration statement with respect to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If the Company shall receive from either Cellectis or any other Holder or group of Holders holding at least 5010% of the Registrable Securitiesthen outstanding Company Shares, in either case at any time beginning 180 days after the closing effective date of the IPO, registration statement filed in connection with the IPO (or such earlier time as agreed by the Company) a written request that the Company file a registration statement with respect to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.14.01, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, including by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 4.01 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 4.01 that has been declared declared, ordered or ordered become automatically effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expensescommissions, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the BoardBoard of Directors, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board of Directors to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board of Directors determines a Valid Business Reason exists and (y) in case a registration statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board of Directors determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than a total of 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a4.01(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 or suspend any registration statement pursuant to clause (iv) of this Section 2.1(a4.01(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a4.01(a) 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 withdrawal, suspension or postponement of a registration statement, the Company shall, not later than five Business Days after the Valid Business Reason that caused such withdrawal withdrawal, suspension or postponement no longer exists (but in no event later than 90 days after the date of the postponement postponement, suspension or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn withdrawn, suspended or postponed registration statement in accordance with this Section 2.1 (4.01 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), and such registration shall not be withdrawn withdrawn, suspended or postponed pursuant to clause (iv) of this Section 2.1(a4.01(a). (i) The Company, subject to Sections 2.3 4.03 and 2.64.06, 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 4.02 (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Participating Holder) within ten Business Days 5 days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.14.01, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If the Company shall receive from (i) any Holder or group of Holders holding at least 5040% of the Registrable Securities, in either case Securities at any time beginning 180 days one year after the closing of the IPO, or (ii) The Villages Invesco, LLC and its affiliates (the “Villages”) at any time beginning one eighteen months after the closing of the IPO, a written request that the Company file a registration statement with respect to all or a portion of the Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders or the Villages request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three four months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially and adversely interfere with a any existing or potential material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”)) , then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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 HoldersHolders or, in the case where the Initiating Holder is the Villages, the Villages, obtain acceleration of the effective date of the registration statement relating to such registration. (c) In connection with any Demand Registration, the Majority Participating Holders Initiating Holder shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Initiating Holder in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If the Company shall receive from any Majority Holder or group of Holders holding at least 50% of the Registrable Securities, in either case at any time beginning on or following the earlier to occur of (a) 180 days after the closing of the IPOIPO and (b) July 17, 2022, a written request that the Company file a registration statement with respect to all or a portion of the Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, (i) within five 10 Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, (ii) use its reasonable best efforts to file a Registration Statement in respect of such Demand Registration as soon as possible, but in no event later than 75 days of receipt of the request, and (iii) use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant Pursuant to this Section 2.1 which 2.1, the Company shall not be required in any event to effect more than three Demand Registrations on Form F-1 or S-1, as applicable, or three Demand Registrations of each Holder in any twelve month period in case of a shelf registration on Form F-3 or S-3, as applicable (pursuant to Rule 415 thereunder if so requested and if the Company is obligated then eligible to effectuse such a registration). However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees directors of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,00035,000,000 with respect to a Demand Registration on Form F-1 or S-1 and $15,000,000 with respect to a Demand Registration on Form F-3 or S-3, as applicable; provided, however, that if any Majority Holder demands to register at least one-third of all Registrable Securities beneficially owned by such Majority Holder and its Affiliates, this section 2.1(iii) shall not be applicable; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the BoardCompany, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially and adversely interfere with a material financing, acquisition, corporate reorganization proposal or merger or other material transaction or event involving plan by the Company to engage in (directly or indirectly through any of its subsidiaries Subsidiaries): a material acquisition or divestiture of assets; a merger, consolidation, tender offer, reorganization, offering of the Company's securities or similar material transaction; or a material financing or any other material business transaction with a third party or (ii) the Company is in possession of material non-public information, and has determined that the disclosure of which has been determined by the Board to such information is not be in the Company’s best interests (in either casecase of (i) or (ii), a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five 10 Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board Company determines a Valid Business Reason exists and (y) in case a registration statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five 10 Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board Company determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or; (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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, not later than five 10 Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 180 days after the date of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 Majority 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 ten 10 Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) of the Registrable Securities 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 HoldersInitiating Holder(s), obtain acceleration of the effective date of the registration statement relating to such registration. (c) In connection with any Demand Registration, the Majority Participating Holders Company shall have select the right underwriter(s), which underwriter or underwriters shall be reasonably acceptable to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheldRequesting Shareholder. (d) If so requested by the Initiating Holder(s), the Company (together with all Majority Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretionand the Initiating Holder(s). (e) Any Majority Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two daysBusiness Days’ prior notice of any such sale.

Demand Registrations. (a) If Within 90 days following the date that ▇▇. ▇▇▇▇ ▇. Getty, in the case of the trustees of the October 1993 Trust and its transferees or assignees, and within 90 days following the date that ▇▇. ▇▇▇▇▇▇▇▇ ▇. Klein, in the case of Crediton Limited and its transferees or assignees, ceases to be employed by the Company, each such Holder shall have the right (the "Demand Right") on one occasion to require the Company to file a registration statement under the Securities Act in respect of all the Registrable Shares held by such Holder; PROVIDED, HOWEVER, that if such Holder is exercising such Demand Right together with any other Holders, then it may be exercised if the Registrable Shares and the other shares demanded by the other Holders shall exceed five percent of the outstanding Ordinary Shares of the Company. As promptly as practicable, but in no event later than 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 receive from 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 postpone and delay, for a reasonable period of time, not to exceed 45 days (the "Blackout Period"), the filing of any Demand Registration if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, or group (iii) the Company shall determine that any such filing or the offering of Holders holding at least 50% any Registrable Shares would (x) in the good faith judgment of the Registrable SecuritiesBoard 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, (y) 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 (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 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, 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 without breach of the last sentence of this subsection (b), 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 relevant Demand Registration 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 effective date of such Demand Registration, withdrawn in writing its initial request, in either which case at such withdrawn request shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations to which such Holder is entitled to hereunder. (c) Except with respect to any time beginning 180 days after the closing of the IPO, request by a written request that Holder for a Demand Registration which is subsequently withdrawn prior to such Demand Registration becoming effective due to (i) a material adverse change affecting the Company or capital markets generally, or (ii) a notification by the Company of an intention to file a registration statement with respect to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Class A Shares, 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 (iv) of this Section 2.1(a), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by shall share equally with the Company, will deliver Company all expenses relating 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 preparation of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If the Company shall receive from any Holder or group of Holders holding at least fifty percent (50% %) of the Registrable Securities, in either case at any time beginning 180 days after the closing of the IPO, a written request that the Company file a registration statement with respect to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered become effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (i) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (xA) the Registrable Securities of the Initiating Holders and (yB) 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (xA) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution and (yB) if requested by the Majority Participating Holders, obtain acceleration of the effective date of the registration statement relating to such registration. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If the Company shall receive from (i) any Holder or group of Holders holding at least 50% of the Registrable Securities, in either case at any time beginning 180 days after the closing of the IPO, a written request that the Company file a registration statement with respect to all or a portion of the Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of The Company shall not be required to effect more than two Demand Registrations in any calendar year pursuant to this Section 2.1 which the Company is obligated to effect2.1. However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees directors of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000100,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially and adversely interfere with a any existing or potential material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”)) , then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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 HoldersInitiating Holder(s), obtain acceleration of the effective date of the registration statement relating to such registration. (c) In connection with any Demand Registration, the Majority Participating Holders Initiating Holder shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not to be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretionand the Initiating Holder(s). (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If the Company shall receive from any Holder or group of Holders holding at least 50% of the Registrable SecuritiesIPO: DEMAND REGISTRATIONS. (i) Prior to November 23, in either case at any time beginning 180 days after the closing of the IPO, a written request that the Company file a registration statement with respect to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However2001, the Company shall not be obligated register for sale to take the public any action to effect any Demand Registration: (i) within three months after of its Equity Securities without the prior consent of Investors holding at least 55% of the Equity Securities of the Company on a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective;fully-diluted basis. (ii) during the period starting with the date 15 days prior to its good faith estimate At any time after November 23, 2001, Investors holding at least 10% of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees Equity Securities of the Company pursuant to on a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided fully-diluted basis ("Initiating Holders") may request that the Company make an IPO. In the event that the Initiating Investors make such request, then the Company agrees that it will undertake and effect such IPO as soon as is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;reasonably practicable. (iii) where At any time after the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer closing of the Company stating that in the good faith judgment of the Boardan IPO, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company Investor may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), use its reasonable best efforts to effect the request registration under the Securities Act of 1933, as amended (the "Securities Act"), of (A) all or any portion of such Investor's Registrable Securities covered by the withdrawn on Form S-1 or postponed any similar long-form registration statement in accordance with 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 Agreementeach a "Long-Form Registration"), and (B) all or any portion of such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (i) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Investor's Registrable Securities of the Initiating Holders and on Form S-3 (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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration including pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such Act) or any similar short-form registration (each a registration) 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"Short-Form Registration") if requested by the Majority Participating Holdersavailable, obtain acceleration of the effective date of the registration statement relating to such registrationin each case, as provided in Section 1(b) or 1(c) hereof. (civ) In connection with any All registrations requested pursuant to this Section 1(a) are referred to herein as "Demand Registrations." Each request for a Demand Registration shall specify the number of Registrable Securities requested to be registered for such offering. Within ten (10) days after receipt of the request for a Demand Registration, the Majority Participating Holders shall have Company will send written notice (the right "Notice") of such request and its intention to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreementcomply therewith to all Investors and, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent Section 1(d) the Company will include in such Demand Registration all Registrable Securities of such Investors as to which the Company received written requests within twenty (20) days of the Company, not be unreasonably withhelddate of the Notice. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If Upon the Company shall receive from any Holder or group of Holders holding at least 50% written request of the Registrable Securities, in either case at any time beginning 180 days after the closing of the IPO, a written request Shareholder that the Company file register all or part of the Warrant Shares then owned by the Shareholder or which the Shareholder has a registration statement with respect right to Registrable Securities acquire upon exercise of the Warrant (a “Demand Registration Request,” and which request shall satisfy the registration so requested is referred to herein as a “Demand Registration,” and the sender(srequirements of paragraph (c) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”Section 10.1), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to subject in all other Holders, and subject cases to the limitations provisions of paragraph (b) of this Section 2.110.1, thereupon, use its reasonable best efforts to effect, cause the Warrant Shares specified in such request to be so registered as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company shall but not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement Shareholder's written request to register. (b) The Company's obligation to register all or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act part of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with 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), and such registration shall not be withdrawn or postponed Warrant Shares pursuant to clause paragraph (iva) of this Section 2.1(a).10.1 shall in all cases be subject to the following limitations and qualifications: (i) The Company, subject to Sections 2.3 and 2.6, Company shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders be required to effect only one such registration if such registration is ordered or declared effective and (y) the Registrable Securities not be obligated to file a registration statement at any time if a special audit 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 would be required by the maximum number of Registrable Securities intended to be disposed of by such Participating Holder) within ten Business Days after the receipt rules and regulations of the Demand Exercise Notice.Securities and Exchange Commission (the "Commission") in connection therewith; and (ii) The Company shallshall be entitled to postpone for a reasonable period of time not to exceed 90 days the filing of any registration statement otherwise required to be prepared and filed by it if, as expeditiously as possibleat the time it receives a request for registration, but subject to the limitations set forth Company determines, in its reasonable judgment, that such registration would materially interfere with any financing, acquisition, corporate reorganization or other material transaction then being contemplated by its Board of Directors, involving the Company, and promptly gives the Shareholder written notice of such determination and the reasons therefor, provided that the Company shall not defer its obligations in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested manner more than twice in any twelve month period and if the Company is then eligible to use shall not defer its obligations until 90 days have expired after any prior deferral. In such a registration) 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. (c) In connection with any Demand Registrationevent, the Majority Participating Holders Shareholder shall have the right to designate withdraw the lead managing underwriter request for registration by giving written notice to the Company within 30 days after receipt of the notice of postponement (any lead managing underwriter and, in the event of such withdrawal, such request shall be ignored for the purposes of this Agreement, counting the “Manager”) in connection with such demand registration and each other managing underwriter for such registration, in each case subject to consent of which the Company, not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration Shareholder is entitled pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such salethis paragraph (b)).

Demand Registrations. (ai) If the Company shall receive from any Holder or group of Holders holding at least 50% of the Registrable SecuritiesSubject to Sections 2.1(b) and 2.3, in either case at any time beginning 180 days and from time to time after the closing of the an IPO, the AEA Investors shall have the right to require the Company to file one or more registration statements under the Securities Act covering all or any part of its and its Affiliates’ Registrable Securities by delivering a written request that therefor to the Company file a registration statement with respect to specifying the number of Registrable Securities (to be included in such registration and the intended method of distribution thereof. Any such request by any AEA Investor pursuant to this Section 2.1(a)(i) is referred to herein as a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and (with respect to any Demand Registration, the sender(sHolder(s) of making such request pursuant demand for registration being referred to this Agreement shall be known as the “Initiating Holder(sHolders”). Any Demand Registration Request may request that the Company register Registrable Securities on an appropriate form, including a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), then the an automatic shelf registration statement. The Company shall, within five Business Days of the receipt thereof, shall give written notice (the “Demand Exercise Notice”) of such request Demand Registration Request (1) to all each of the Holders of record of Registrable Securities (other Holdersthan individuals), and subject at least ten (10) Business Days prior to the limitations filing of this Section 2.1any registration statement under the Securities Act and (2) to each Holder of Registrable Securities that is an individual, use its reasonable best efforts to effect, as soon as practicable, no more than ten (10) Business Days after the filing of the registration statement under the Securities Act (includingor, without limitation, by means in the case of a shelf registration pursuant to Rule 415 thereunder if so requested and if request for the Company is then eligible to use such a registration) filing of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a automatic shelf registration statement, at least ten (10) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after prior to the filing of such Valid Business Reason no longer exists, but in no event for more than 90 days after registration statement). Notwithstanding 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 Valid Business Reason has not resulted from actions taken by the Companyforegoing, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement delay any Demand Exercise Notice until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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 filing a registration statement, so long as all recipients of such notice have the Company shall, same amount of time to determine whether to participate in an offering as they would have had if such notice had not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a)been so delayed. (iii) 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, 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 ten (10) Business Days after following the receipt of the any such Demand Exercise Notice. (iiiii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.12.1(b), use its reasonable best efforts to (x) effect file with the SEC (no later than forty five (45) days from the Company’s receipt of the applicable Demand Registration Request) and cause to be declared effective such registration under the Securities Act as soon as reasonably practicable (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such the intended method of distribution, including a distribution to, and resale by, the members or partners of a Holder (a “Partner Distribution”) and (y) if requested by the Majority Participating Initiating 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 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 Registration rights granted in Section 2.1(a) 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 declared effective within a period of one hundred and twenty (120) days after the effective date of any other registration of the Company (or one hundred and eighty (180) days in the case of an IPO) filed pursuant to the Securities Act (other than a Form S-4 or Form S-8 or any successor or other forms promulgated for similar purposes or forms filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan); (ii) the Company shall not be required to effect more than five (5) Demand Registrations on Form S-1 or any similar long-form registration at the request of the AEA Investors (it being understood that if a single Demand Registration Request is delivered by more than one AEA Investor, the registration requested by such Demand Registration Request shall constitute only one Demand Registration); provided, however, that the AEA Investors shall be entitled to request an unlimited number of Demand Registrations on Form S-3 or any similar short-form registration (including pursuant to Rule 415 under the Securities Act); (iii) each registration in respect of a Demand Registration Request made by any Holder must include, in the aggregate, shares of Common Stock having an aggregate market value of at least the lesser of (a) the Minimum Threshold (based on the Common Stock included in such registration by all Holders participating in such registration) and (b) the Initiating Holder’s remaining shares of Common Stock; and (iv) if the Board, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely interfere with any existing or potential 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 acquired entities available for filing (in each case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration 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 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 Valid Business Reason has not resulted in whole or part from actions taken or omitted to be 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, suspend use of or, if required by the SEC, 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 forty-five (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 to the Initiating Holders and any other Holders that have requested registration pursuant to Section 2.2 of its determination to postpone or suspend use of or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or suspension or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, the Company shall not be permitted to postpone or suspend use of or withdraw a registration statement after the expiration of any Postponement Period until twelve (12) months after the expiration of such Postponement Period. If the Company shall give any notice of postponement or suspension 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 suspend use of, 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 suspended use of, withdrawn or 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 a Demand Registration for the purposes of this Agreement until the Company shall have permitted use of such suspended registration statement or 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 suspension, 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 suspension, withdrawal or postponement no longer exists (but in no event later than forty-five (45) days after the date of the suspension, postponement or withdrawal), as applicable, permit use of such suspended registration statement or 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 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected a Demand Registration for the purposes of this Agreement and such request shall not count as a Demand Registration Request under this Agreement), and following such permission or such effectiveness such registration shall no longer be deemed to be suspended, withdrawn or postponed pursuant to clause (iv) of Section 2.1(b) above. (c) In connection with any Demand Registration, the Majority Participating majority of the Initiating Holders participating in such Demand Registration shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with any underwritten offering pursuant to such registration and each other managing underwriter for any such registration, underwritten offering; provided that in each case subject case, each such underwriter is reasonably satisfactory to consent of the Company, which approval shall not be unreasonably withheldwithheld or delayed. (d) If so No Demand Registration shall be deemed to have occurred for purposes of Section 2.1(a) (i) if the registration statement relating thereto (x) does not become effective, (y) is not maintained effective for a period of at least one hundred eighty (180) days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold (provided, however, that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company), or (z) is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, (ii) with respect to one Demand Registration for each Initiating Holder, if any of the Registrable Securities requested by such Initiating Holder to be included in such Demand Registration are not so included pursuant to Section 2.3 (even where some or most of such Holder’s Registrable Securities are included in such Demand Registration), (iii) if the method of disposition is a firm commitment underwritten public offering and any of the applicable Registrable Securities have not been sold pursuant thereto or (iv) if the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a default or breach thereunder by such Initiating Holder(s) or its Affiliates) or are otherwise waived by such Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder In the event that intends to sell Registrable Securities by means of the Company files a shelf registration statement under Rule 415 of the Securities Act pursuant to Rule 415 thereundera Demand Registration Request and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), the Initiating Holders with respect to such Demand Registration Request shall have the right at any time and from time to time to elect to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to such registration statement. The Initiating 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 Initiating Holders desire to sell pursuant to such underwritten offering (the “Shelf Underwriting”). 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 give include in such Shelf Underwriting (x) the Registrable Securities of the 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 two days’ prior notice 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 twenty (20) days after the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b), use its reasonable best efforts to facilitate such sale.Shelf Underwriting. Notwithstanding the foregoing, if an Investor 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 existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such Investor Holder only needs to notify the Company of the Underwritten Block Trade on the day such offering is to commence and the Company shall notify other Investor Holders and, during the Restricted Period, the Additional Investors on the same day and such other Investor Holders and, during the Restricted Period, the Additional Investors must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible, but subject to Section 2.1(b), use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as three (3) Business Days after the date it commences); provided, however, that the Investor Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the

Demand Registrations. (a) If In addition to the Company shall receive from any Holder or group of Holders holding at least 50% of the Registrable Securitiesinitial Registration -------------------- described in Section 1(a), in either case at any time beginning 180 days after the closing of the IPO, a written request that the Company file a registration statement with respect such initial Registration Statement ceases to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then effective the Company shall, within five Business Days upon the written request of Holders of at least 25% of the receipt thereofTransfer Restricted Shares, give written notice promptly file with the Commission a Registration Statement (a "Demand Registration") on an appropriate form under the “Demand Exercise Notice”) of such request to all other Holders, and subject Securities Act relating to the limitations offer and sale of this Section 2.1, the Transfer Restricted Shares and thereafter use its reasonable best efforts to effect, as soon as practicable, cause such Registration Statement to be declared effective no later than 120 days after the registration under date of the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that request from the Holders request (such 120th day being the Effectiveness Deadline with respect to be registered. There is no limitation on the number of such Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. HoweverRegistration), provided that the Company shall not be obligated to take any action effect -------- more than one (1) Demand Registration for the Holders pursuant to effect any Demand Registration:this Section 1(b). (i) within three months after a Demand Registration If at the time of any request to register Transfer Restricted Shares pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction1(b), provided that the Company is actively employing engaged in, or has fixed plans to engage in good faith all reasonable efforts to cause such registration statement to become effective; within thirty (iii30) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer days of the Company stating that time of such request, a registered public offering or is engaged in any other activity which, in the good faith judgment determination of the BoardBoard of Directors of the Company, any registration of Registrable Securities should not would be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined adversely affected by the Board Demand Registration to not be in the material detriment of the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a at its option direct that such Demand Registration Request be delayed for a reasonable period not in excess of three (3) months from the effective date of such other offering or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date of completion of such other material activity, as 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereofbe; provided, however, that such right to delay a request may be -------- ------- exercised by the Company not more than once in any period of twelve (12) consecutive months. In addition, the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If effect any registration within ninety (90) days after the Company shall give any notice of postponement, withdrawal or suspension effective date of any registration statement pursuant other Registration Statement of the Company. In any such case, the Effectiveness Deadline for the Demand Registration shall be extended by a period equal to clause the period of the permitted delay. (ivii) The request for a Demand Registration by the Holders shall state the number of this Section 2.1(a)Transfer Restricted Shares proposed to be sold and the intended method of disposition thereof. Upon receiving a request for a Demand Registration, the Company shall not, during promptly take such steps as are necessary or appropriate to prepare for the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), 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 Transfer Restricted Shares that was in effect at are the time of receipt subject of such notice. If the Company request. (iii) A Registration shall have withdrawn or prematurely terminated a registration statement filed pursuant to not constitute a Demand Registration until it has become effective and remains continuously effective for the Registration Period described in Section 1(d) hereof. In addition, a Registration shall not constitute a Demand Registration if (whether pursuant to clause (ivx) after such Demand Registration has become effective, such registration or the related offer, sale or distribution of this Section 2.1(a) or as a result of Transfer Restricted Shares thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC Commission or any other governmental agency or court), court for any reason not attributable to 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 Holders and such registration statement shall have been declared effective and shall interference is not have been withdrawn. If the Company shall give any notice of withdrawal thereafter eliminated or postponement of a registration statement, the Company shall, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 Securitiesconditions to closing specified in the underwriting agreement, 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shallif any, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) entered into in connection with such registration and each Demand Registration are not satisfied or waived, other managing underwriter for such registration, in each case subject to consent than by reason of the Company, not be unreasonably withheld. (d) If so requested a failure by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretionHolders. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If the Company shall receive from any Holder of C/R, GSCP, First Reserve, or group of Holders holding at least 50% of the Registrable Securities▇▇▇▇, in either case at any time beginning 180 days after six (6) months after the closing of the IPO, a written request that the Company file a registration statement with respect to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request or any similar request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days (5) days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities 1933 Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the The Company shall not be obligated to take any action to effect any Demand Registration: (i) after it has effected a total of twelve (12) Demand Registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective. None of C/R acting individually, GSCP acting individually, First Reserve acting individually or ▇▇▇▇ acting individually may make more than three (3) Demand Registration Requests, which registrations have been declared or ordered effective; (ii) within three (3) months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (iiiii) during the period starting with the date 15 fifteen (15) days prior to its good faith estimate of the date of filing of, and ending on a date 90 ninety (90) days after the effective date of, a Company-Company initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC a Commission Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iiiiv) where the anticipated offering price, before net of any underwriting discounts or commissions and any offering-related expensescommissions, is equal to or less than $25,000,000; (ivv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 sixty (60) days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may 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 90 sixty (60) days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days once in any 12 twelve (12) month period; or (vvi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a2.1(a)(v), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company SharesCommon Equity, 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 (iviii) of this Section 2.1(a)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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a2.1(a)(v) 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, 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 90 sixty (60) days after the date of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a2.1(a)(v). (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 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 ten Business Days thirty (30) days after the receipt of the Demand Exercise NoticeNotice (or fifteen (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 the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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 members or 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. (iii) 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 otherwise take any 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, including filing a prospectus supplement naming the Holders, partners, members and shareholders to the extent required by law, to effect such Partner Distribution. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior 2 (two) days notice of any such sale.

Demand Registrations. (a) If Each Holder shall have the Company shall receive from any Holder or group following rights to make written requests (specifying the intended method of Holders holding at least 50% of the Registrable Securities, in either case at any time beginning 180 days after the closing of the IPO, a written request that the Company file a registration statement with respect to Registrable Securities disposition) (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicableHolder, the "Initiating Holder") for registration under the Securities Act (includingeach, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration"Demand Registration") of all or part of the Shares which constitute such Initiating Holder's Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand RegistrationSecurities: (i) within three months after with respect to the Company Shares, the Other Shares or any Shares acquired prior to the Standstill Expiration Date by the Istithmar Group in accordance with the Governance Agreement, one (1) or more Demand Registrations, each covering no less than one million (1,000,000) Shares; and (ii) with respect to any Incidental Registration Piggyback Shares requested by a Holder pursuant to Section 2.3.1 to be included in a registered offering but excluded from such registration pursuant to Section 2.3.2(b) solely as a result of the inclusion in such registration of Shares to be sold by any 2001 Agreement Holder, each Holder of such excluded Shares shall have the right to make one (1) Demand Registration in respect of the aggregate number of Incidental Registration Piggyback Shares so excluded from such registration; provided that the request for such Demand Registration must be made no later than the three (3) month anniversary of the first date on which the Company is permitted in accordance with this Agreement, the 2001 Agreement and otherwise to file such registration statement. (b) If at the time of any request to register Registrable Securities pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during 2.2.1, the period starting with the date 15 days prior Company is engaged in a registered public offering, intends to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than file a registration relating statement solely with respect to the sale of securities to employees Shares by the Company within forty five (45) days of such time or is engaged in any activity other than the filing of a registration statement which, in the reasonable good faith determination of the Board of Directors, after consultation with outside counsel, would be required to be disclosed under applicable law as a result of such request and would be materially and adversely affected by the requested registration (each, a "Company pursuant to a stock Event"), then the Company may at its option, stock purchase or similar plan or to an SEC Rule 145 transaction)within five (5) business days of such request, provided direct that such request be delayed, (A) in the case the Company is actively employing engaged in good faith all a registered offering or intends to file such a registration statement, for a reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer period of time not in excess of the Company stating that in the good faith judgment lesser of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after three (3) months from the date the Board determines a Valid Business Reason exists and of such request or (y) in case a registration statement has been filed relating to a Demand Registration Request, if forty five (45) days from the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause effective date of such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; offering (provided, however, that where such delay is requested by the Company shall not defer as a result of its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required intention to qualify to do business or to execute file a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause within forty five (iv45) days of this Section 2.1(a)such time, the Company shall not, during may exercise its rights hereunder only to the period of postponement, withdrawal or suspension, register any Company Shares, 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 extent that the Company has determined to withdraw any registration statement pursuant to clause (iv) of this Section 2.1(a), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement andis actually filed by the Company within such forty five (45) day period) and (B) in the case of any other activity, if so directed for a reasonable period of time not in excess of forty five (45) days from the date of such direction by the Company, will deliver provided, however, that notwithstanding the foregoing such forty five (45) day period may be extended to the extent that the failure to file such registration statement is the result of the Company (at the Company’s expense) all copies, not having available financial statements or other than permanent file copies, then information required to be included 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), use its has used commercially reasonable best efforts to effect obtain such financial statements or other information as soon as practicable. In the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with Section 2.1 (unless the event any 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), and such registration shall not be withdrawn or postponed pursuant to clause (ivHolder(s) of this Section 2.1(a). (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 a Demand Registration and the conditions described in the immediately preceding sentence shall not exist as of the time of such request, such Demand Registration may not be delayed except as a result of the Company becoming involved in any activity other than the filing of a registration statement which, in the reasonable good faith determination of the Board of Directors, after consultation with outside counsel, would be required to be disclosed under applicable law as a result of such Demand Registration and would be materially and adversely affected by the requested registration (and such circumstances shall be deemed to constitute a Company Event for all purposes of this Agreement); provided, however, that such delay shall be made for a reasonable period of time not in excess of forty five (45) days from the date of such direction by the Company, provided, however, that notwithstanding the foregoing such forty five (45) day period may be extended to the extent that the failure to file such registration statement is the result of the Company not having available the financial statements or other information required to be included in such registration pursuant statement and the Company has used commercially reasonable efforts to obtain such financial statements or other information as soon as practicable. In addition, the Company shall not be required to file any registration within six (6) months after the effective date of any other registration statement of the Company (the "Prior Registration Delay"). Notwithstanding the foregoing, the Company shall, upon reasonable prior written notice by any Holder, use its commercially reasonable efforts to be prepared to file a registration upon the expiration of such six (6) months. (c) The obligations of the Company to take the actions contemplated by this Section 2.2 2.2.1 hereof with respect to an offering of Shares shall be subject to the following conditions and limitations: (i) Each participating Holder shall conform to all applicable requirements of the Securities Act and the Securities Exchange Act with respect to the offering and sale of securities and advise each Underwriter, broker or dealer through which request shall specify any of the maximum number of Registrable Securities intended are offered that the Registrable Securities are part of a distribution that is subject to be disposed of by such Participating Holder) within ten Business Days after the receipt prospectus delivery requirements of the Demand Exercise NoticeSecurities Act. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and Except if the Company is then eligible to use such a registrationInitiating Holder(s) pay any incremental costs incurred by the Company, the fulfillment 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. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) Company's obligations in connection with such registration and each other managing underwriter shall not require the Company to prepare audited financial statements not required to be prepared for such registration, in each case subject the Company to consent comply with its obligations under the Securities Exchange Act as of any date not coincident with the last day of any fiscal year of the Company, not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If the Company shall receive from any Holder or group of Holders holding at least 5040% of the Registrable Securities, in either case Securities at any time beginning 180 days after the closing of the IPO (or such earlier time as permitted by the terms of the lockup agreements executed in connection with the IPO), a written request that the Company file a registration statement with respect to all or a portion of the Registrable Securities (a “Demand Registration Request,” and the registration statement so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registeredregistered within five Business Days of receipt of such notice. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three four months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC a Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expensesExpenses, is equal to or less than $25,000,000;[•]; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. In addition, if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the BoardCompany, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a an existing shelf registration statement) would materially and adversely interfere with a any existing or potential material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries Subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board Company to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request (or suspend sales under an existing shelf registration statement statement) until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board Company determines a Valid Business Reason exists and (y) in case a registration statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board Company determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone the filing of, or withdraw withdraw, a registration statement (or suspend sales under a an existing shelf registration statement statement) and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner more than twice or for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) the immediately prior paragraph of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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 such withdrawn registration statement and such new 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 Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 Section 2.1 (unless the Initiating Holders Holder(s) 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (i) The Company, subject to Sections 2.3 and 2.62.7, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders Holder(s) 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 ten five Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act Act, if so requested and if the Company is then eligible to use such a registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended the method of distribution intended by the Initiating Holder(s) and (y) if requested by the Majority Participating HoldersInitiating Holder(s), obtain acceleration of the effective date of the registration statement relating to such registration. (c) In connection with any Demand Registration, the Majority Participating Holders Initiating Holder(s) shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (eInitiating Holder(s) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such saleSection 2.1(c).

Demand Registrations. (a) If the Company shall receive from any Holder or group of Holders holding who, collectively, beneficially own at least 50% of the Registrable Securities, in either case at any time beginning 180 days after the closing of the IPO, Securities then outstanding a written request that the Company file a registration statement with respect to all or a portion of the Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days ten (10) days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on ; provided, however, that the number of Company shall not be required to effectuate more than two Demand Registrations in any twelve (12) month period, it being understood that any underwritten takedown conducted pursuant to this Section 2.1 which a shelf registration statement and the Company is obligated filing of a non-underwritten shelf registration statement shall be deemed to effect. Howeverconstitute and count toward the two permitted Demand Registrations within such twelve (12) month period. (b) In addition, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 60 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;effective; (iiiii) other than in the case of a non-underwritten shelf registration, where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,00050,000,000 (the “Threshold Amount”); provided, however, that during the Lock-up Period, the Threshold Amount shall not exceed the aggregate amount Holders are permitted to sell at such time pursuant to the terms of the applicable Relationship Agreement; (iii) in the case of a non-underwritten shelf registration, where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would (i) materially and adversely interfere with a material any existing or potential significant financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or subsidiaries, (ii) require the Company is in possession premature disclosure of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests or (iii) render the Company unable to comply with applicable requirements under the Securities Act or the Exchange Act (in either each case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 120 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may 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 90 120 days after the date the Board determines a Valid Business Reason exists; exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days twice in any 12 month period; period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a2.1(b), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a2.1(b), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a2.1(b) 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 120 days after the date of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a2.1(b). (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 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 ten (10) Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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 registrationdistribution. (cd) In connection with any Demand Registration, the Majority Participating Holders Company shall have the right in its sole discretion to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheld. (de) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company Initiating Holder in its sole discretion. (ef) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two daysfive (5) Business Days’ prior notice of any such sale. (g) Notwithstanding anything in this Agreement to the contrary, no Demand Registration, whether for an underwritten or non-underwritten offering, shall be permitted during the Lock-up Period if the number of shares proposed to be registered exceeds the amount that Holders are permitted to sell during such Lock-up Period pursuant to the applicable Relationship Agreements.

Demand Registrations. (a) If the Company shall receive from any Holder or group of Holders holding at least 50% of the Registrable Securities, in either case at At any time beginning after the earlier of 180 days after the closing consummation of the IPOMerger, Holders of a majority of the Registrable Securities then outstanding may provide a written request that the Company file a registration statement Registration Statement with the SEC with respect to all or a portion of the Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 of the Securities Act (“Rule 415”) thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of The Company shall not be required to effect more than two Demand Registrations pursuant to this Section 2.1 which on behalf of the Company is obligated to effectHolders. HoweverNotwithstanding the foregoing, the Company shall not be obligated to take any action to effect any Demand Registration: (i) : within three four months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) ; during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an a transaction under SEC Rule 145 transactionpromulgated under the Securities Act), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement Registration Statement to become effective; (iii) ; where the anticipated gross offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) 1,000,000; if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement Registration Statement should be suspended) because because: (i) such registration (or continued sales under a shelf registration statementRegistration Statement) would materially and adversely interfere with a any existing or potential material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries subsidiaries, or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement Registration Statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement Registration Statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists and (y) in case a registration statement Registration Statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement Registration Statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement Registration Statement or suspend sales under a shelf registration statement Registration Statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) or in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement Registration Statement pursuant to clause (iv) of this Section 2.1(a2.1(a)(iv), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company SharesStock, other than pursuant to a registration statement 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 Registration Statement pursuant to clause (iv) of this Section 2.1(a2.1(a)(iv), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement 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 Registration Statement filed pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a2.1(a)(iv) 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 Registration Statement covering the Registrable Securities covered by the withdrawn registration statement Registration Statement and such registration statement 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 statementRegistration Statement, the Company shall, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 Registration Statement in accordance with 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a2.1(a)(iv). (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. Subject to Section 7.5(d) below, at any time after the end of the Lock-Up Period and so long as such Stockholder either (ay) If is subject to Rule 145(d)(1) in respect of the Company shall receive from any Holder Search Common Stock acquired by such Stockholder pursuant to the Merger, or group of Holders holding (z) holds at least 505% of the Registrable Securitiesissued and outstanding shares of Search Common Stock, in either case at any time beginning 180 days after the closing Stockholders, as holders of the IPO, a written request that the Company file a registration statement with respect to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such may request pursuant to this Agreement shall be known as the “Initiating Holder(s)”)one, then the Company shallbut not more than one, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all or part of their Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take Form S-1 or any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Companysimilar long-initiated form registration (other than a "Long-Form Registrations"), or, if Search is eligible for same, on Forms S-2 or S-3 or any similar short-form registration relating solely to the sale of securities to employees of the Company pursuant to a stock option("Short-Form Registrations"), stock purchase or similar plan or to an SEC Rule 145 transaction)for which Search will pay all registration expenses, provided that the Company expected aggregate net cash proceeds to all sellers of Registrable Securities in any underwritten offering is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or not less than $25,000,000; 5 million. The Stockholders (iveither jointly or severally)collectively will be entitled to request only one (1) if registration under this Section 7.5(a). A registration will not count as the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any one permitted registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which until it has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereofbecome effective; provided, howeverthat if, that the Company shall not defer its obligation in this manner for more than 90 within 60 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a)after it has become effective, the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), such Holder will discontinue its disposition offering of Registrable Securities pursuant to such registration statement and, if so directed is interfered with 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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 such registration will be deemed not be considered to have effected an effective been effected. The registration for under this Section 7.5(a) shall be, at 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date option of the postponement Stockholders after consultation with Search, either (w) a shelf registration which Search agrees to keep effective for a period of not less than ninety (90) days, or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a an underwritten registration) 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. (c) In connection with any Demand Registration, the Majority Participating Holders . Search shall have the right to designate select the lead managing underwriter (investment banker(s) and manager(s) to administer any lead managing underwriter for the purposes of this Agreementunderwritten offering, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to the consent of the CompanyStockholder whose shares are being registered thereunder, which consent shall not be unreasonably withheld. (d) If so . The registration requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of this Section 7.5(a) is referred to herein as a "Demand Registration." The Demand Registration will be a Short-Form Registration whenever Search is permitted to use any such saleapplicable short form.

Demand Registrations. (a) If At any time following the date hereof and prior to the date on which the Company shall receive from any Holder or group of Holders holding at least 50% of the Registrable Securities, in either case at any time beginning 180 days after the closing of the IPO, have obtained a written request opinion of legal counsel reasonably satisfactory to the Shareholder and addressed to the Company and the Shareholder to the effect that the Company file a registration statement with respect Shares may be publicly offered for sale in the United States by the Shareholder without restriction as to Registrable Securities (a “Demand Registration Request,” manner of sale and the registration so requested is referred to herein as a “Demand Registration,” amount of securities sold and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the without registration under the Securities Act (includingsuch period, without limitationthe "Demand Period"), the Shareholder shall have the right on five (5) occasions to require the Company to file a registration statement under the Securities Act in respect of all or a portion of the Shares (so long as such request covers at least 25,000 shares), by means of a shelf registration pursuant delivering to Rule 415 thereunder if so requested and if the Company written notice stating that such right is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on being exercised, specifying the number of Demand Registrations pursuant the Shares to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing included in good faith all reasonable efforts to cause such registration statement to become effective; and describing the intended method of distribution thereof (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a "Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 thatAs promptly as practicable, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iv) of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 thirty (30) days after the date of Company receives a Demand Request, the postponement or withdrawal), Company shall file with the SEC and thereafter use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed cause to be declared effective promptly a registration statement in accordance with 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) (a "Demand Registration") providing for the registration of such number of Shares the Registrable Securities which the Company has been so requested to register, Shareholder shall have demanded be registered for distribution in accordance with such intended method of distribution distribution. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay, for a reasonable period of time, not to exceed ninety (90) days in the case of clauses (i) and (yii) below, or thirty (30) days in the case of clause (iii) below (each, a "Blackout Period"), the filing of any Demand Registration if requested the Company shall determine that any such filing or the offering of any Shares would (i) in the good faith judgment of the Board of Directors of the Company, unreasonably impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (ii) 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 Majority Participating HoldersCompany, obtain acceleration or (iii) in 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) of this subsection (b)) which, if disclosed at such time, would be materially harmful to the interests of the Company and its stockholders; provided, however, that in the case of a Blackout Period pursuant to clause (i) or (ii) 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 transaction; 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 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 of the last 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 Shareholder 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 the Shareholder of any such determination, the 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 of its Affiliates 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 and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, will deliver to the Company any copies then in such Shareholder's possession of the prospectus covering such Shares, 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 Shareholder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless the Shareholder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration for purposes of determining the registration statement relating number of Demand Registrations to such registrationwhich the Shareholder is entitled under this Agreement. (c) In connection with any Demand Registration, Anything in this Agreement to the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registrationcontrary notwithstanding, in each case subject to consent a Demand Registration has been filed, if a transaction of the type specified in Section 3.1(b)(i) has not resulted from actions taken by the Company, 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 be unreasonably withheldto exceed the Blackout Period applicable to Section 3.1(b)(i); provided, however, that in no event shall a Demand Registration so withdrawn count as one of the five Demand Registrations which the Shareholder is entitled to make pursuant to Section 3.1(a) hereof. (d) If so requested by the Initiating Holder(s)The Shareholder may withdraw a Demand Request in circumstances including, but not limited to, the following: if (i) the Company is in material breach of its obligation hereunder and has not cured such breach after having received notice thereof and a reasonable opportunity to do so or (together with all Holders proposing ii) the withdrawal occurs during a Blackout Period. Any Demand Request withdrawn prior to distribute their securities through such underwritingDemand Registration becoming effective and pursuant to this subsection (d) shall enter into an underwriting agreement in customary form with not constitute a Demand Registration for the underwriter or underwriters selected for such underwriting by purposes of determining the Company in its sole discretionnumber of Demand Registrations to which the Shareholder is entitled. (e) Any Holder that intends The Company may elect to sell Registrable Securities by means of a shelf include in any registration statement filed pursuant to Rule 415 thereunderthis Section 3.1 any Common Stock to be issued by it or held by any of its subsidiaries or by any other shareholders only to the extent such Common Stock is offered and sold pursuant to, and on the terms and subject to the conditions of, any underwriting agreement or distribution arrangements entered into or effected by the Shareholder. (f) The managing underwriter for any Demand Registration shall give be selected by the Company two days’ prior notice of any party or parties making the demand for such saleregistration, provided that such underwriter shall be reasonably satisfactory to the Company.

Demand Registrations. (a) If the Company shall receive from any Holder or group of Holders holding at least 50% of the Registrable Securities, in either case at At any time beginning 180 days following the 180th day after the closing Effective Time (i) the holders of the IPO, a written request that the Company file a registration statement with respect to majority of Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such may request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the one registration under the 1933 Act during any consecutive twelve (12) month period (a "Demand Registration") of all or part of their Registrable Securities Act on Form S-3 (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and except if the Company is not then eligible to use Form S-3, then such a registration) registration shall be on Form S-1 or Form SB-2 or on another appropriate form in accordance herewith permitting registration of all Registrable the Securities that for resale by such holders in the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 manner or manners designated by them), in which the Company is obligated to effectwill pay all registration expenses. However, the The Company shall will not be obligated to take any action to effect any Demand Registration: Registration within six (i6) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than of a registration relating solely to in which the sale holders of securities to employees of the Company Registrable Securities were given piggyback rights pursuant to Section 7(c) or within twelve (12) months after the closing a stock optionprior Demand Registration. The Company will be required to file a registration within sixty (60) days after a request for a Demand Registration and shall use Bion Environmental Technologies, stock purchase or similar plan or Inc. November 9, 2006 Page 8 commercially reasonable efforts to an SEC Rule 145 transaction), have such registration declared effective as soon as practicable thereafter; provided that the Company is actively employing in good faith all reasonable efforts may postpone for up to cause such a total of sixty (60) days the filing or the effectiveness of a registration statement for a Demand Registration if such Demand Registration would reasonably be expected to become effective; (iii) where the anticipated offering price, before have an adverse effect on any underwriting discounts proposal or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if plan by the Company shall furnish to such Holders engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other transaction or any material corporate development, including without limitation, a certificate signed by the Chief Executive Officer of the Company stating Facility financing hereunder; provided, further, that in such event, the good faith judgment of the Board, any registration holders of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) initially requesting such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to will be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 entitled to withdraw any registration statement pursuant to clause (iv) of this Section 2.1(a), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement request and, if so directed by the Companysuch request is withdrawn, 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) or will not count 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (i) The Company, subject to Sections 2.3 and 2.6, shall include in a one permitted Demand Registration within the twelve (x12) 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 ten Business Days after the receipt of the Demand Exercise Noticemonth period applicable thereto. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (ai) If Until the Company shall receive from any Holder or first anniversary of the closing on the Merger, a group of Holders holding willing to sell at least 50% of the two million (2,000,000) Registrable Securities, in either case at any time beginning 180 days after the closing of the IPO, a written request that the Company file a registration statement with respect to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, Shares may give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the Company ("Demand Notice") demanding a registration under the Securities Act for the sale of all or part of its Registrable Shares on Form S-3 or any similar short-form registration statement that is available under the rules of the Commission (including"Demand Registration"). The Holder or Holders, without limitationas the case may be, by means requesting the Demand Registration, together with all other Holders who participate in the Demand Registration, are referred to collectively as the "Demanding Party". The Holder or Holders, as the case may be, not constituting the Demanding Party, are referred to collectively as the "Non-Demanding Holders." All parties having piggyback registration rights under the Company's Amended and Restated Stockholders Agreement effective as of a shelf registration pursuant to Rule 415 thereunder if so requested and if March 13, 1995, as amended, or under any other agreement with the Company is then eligible are referred to use such a registration) of all Registrable Securities that as the Holders request "Non-Demanding Party." With respect to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective;1(b), the investment banker(s) and managing underwriters to administer such registration shall be selected solely by the the Company. (ii) during If at the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of time the Company pursuant to receives a stock optionDemand Notice, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts preparing, or within 30 days thereafter engages a managing underwriter and commences to cause such registration statement to become effective; (iii) where the anticipated offering priceprepare, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under for an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but underwriten public offering which in no event for more than fact is filed and becomes effective within 90 days after the date the Board determines a Valid Business Reason exists and (yCompany received the Demand Notice, then the Company may, subject to Section 1(c) in case a registration statement has been filed relating hereof, at its option may delay the performance of its obligations with regards to a Demand Registration Requestfor a reasonable period not to exceed 120 days from the date the Company received the Demand Notice. (iii) If at the time the Company receives a Demand Notice, if the Valid Business Reason has not resulted from actions taken Company is engaged in any material acquisition or divestiture or other business transaction with a third party which would be adversely affected by such request to register Registrable Shares to the material detriment of the Company, then the Company may cause such registration statement at its option delay the performance of its obligations with regards to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event a Demand Registration for more than 90 a reasonable period not to exceed 120 days after from the date the Board determines a Valid Business Reason exists; and Company received the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereofDemand Notice; provided, however, that the Company period of time during which the Holders enjoy the right to Demand Registrations as set forth in the first sentence of Section 1(b)(i) shall not defer its obligation be extended by the duration of any such delay. (iv) The Holders shall in the aggregate be entitled to demand up to two (2) Demand Registrations under this manner for more than 90 days in any 12 month period; orSection 1(b). (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (i) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Non-Demanding 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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. (c) In connection with any Demand Registration, the Majority Participating Holders Non-Demanding Party shall have the right to designate participate in any Demand Registration made by the lead Demanding Party, provided however that the Demanding Party and the Non-Demanding Holders, in the aggregate, shall always enjoys the right to a minimum participation of forty percent (40%) of the shares of Common Stock to be offered and sold pursuant to the Demand Registration. Such percentage participation shall apply to all Demand Registrations made pursuant to this Section 1(b). The Company shall use all reasonable efforts to cause all such Common Stock requested by the Demanding Party, the Non-Demanding Holders and the Non-Demanding Party to be registered by the holders thereof to be registered under the Securities Act and any applicable securities laws in a manner consistent with the requests; provided, that if the managing underwriter (any lead managing underwriter advises in writing that less than all of the such shares should be offered for sale so as not to materially and adversely affect the purposes price or salability of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of offering being registered by the Company, not be unreasonably withheldall shareholders selling under the Demand Registration (i.e., the Demanding Party, the Non-Demanding Holders and the Non-Demanding Parties) will withhold from sale, such number of shares as the managing underwriter shall specify, with such cut-back allocated among all such shareholders, provided that the Demanding Party and the Non-Demanding Holders, in the aggregate, always enjoys a minimum participation of forty percent (40%) of the Demand Registration allocated among them as specified in Section 3(a). (dvi) If so requested by Notwithstanding anything in this Agreement to the Initiating Holder(s)contrary, a Demand Notice shall not be effective, and the Company Holders shall not have a right to a Demand Registration, unless the Demanding Party states in the Demand Notice an intention to sell at least two million (together 2,000,000) Registrable Shares pursuant to a "firm commitment" underwritten public offering for cash. The Demanding Party agrees to act in good faith and cooperate with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretioneffecting such underwritten public offering. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If At any time after 180 days following the Company shall receive from any Holder or group consummation of the Merger, Holders holding at least 50% of a majority of the Registrable Securities, in either case at any time beginning 180 days after the closing of the IPO, Securities then outstanding may provide a written request that the Company file a registration statement Registration Statement with the SEC with respect to all or a portion of the Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 of the Securities Act (“Rule 415”) thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of The Company shall not be required to effect more than two Demand Registrations pursuant to this Section 2.1 which on behalf of the Company is obligated to effectHolders. HoweverNotwithstanding the foregoing, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three four months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an a transaction under SEC Rule 145 transactionpromulgated under the Securities Act), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement Registration Statement to become effective; (iii) where the anticipated gross offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,0001,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement Registration Statement should be suspended) because because: (i) such registration (or continued sales under a shelf registration statementRegistration Statement) would materially and adversely interfere with a any existing or potential material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries subsidiaries, or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement Registration Statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement Registration Statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists and (y) in case a registration statement Registration Statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement Registration Statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement Registration Statement or suspend sales under a shelf registration statement Registration Statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement Registration Statement pursuant to clause (iv) of this Section 2.1(a2.1(a)(iv), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company SharesStock, other than pursuant to a registration statement 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 Registration Statement pursuant to clause (iv) of this Section 2.1(a2.1(a)(iv), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement 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 Registration Statement filed pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a2.1(a)(iv) 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 Registration Statement covering the Registrable Securities covered by the withdrawn registration statement Registration Statement and such registration statement 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 statementRegistration Statement, the Company shall, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 Registration Statement in accordance with 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a2.1(a)(iv). (b) (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (ai) If the Company shall receive from any Holder or group of Holders holding at least 50% of the Registrable SecuritiesSubject to Sections 2.1(b) and 2.3, in either case at any time beginning 180 days and from time to time after the closing of the an IPO, the AEA Investors shall have the right to require the Company to file one or more registration statements under the Securities Act covering all or any part of its and its Affiliates’ Registrable Securities by delivering a written request that therefor to the Company file a registration statement with respect to specifying the number of Registrable Securities (to be included in such registration and the intended method of distribution thereof. Any such request by any AEA Investor pursuant to this Section 2.1(a)(i) is referred to herein as a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and (with respect to any Demand Registration, the sender(sHolder(s) of making such request pursuant demand for registration being referred to this Agreement shall be known as the “Initiating Holder(sHolders”). Any Demand Registration Request may request that the Company register Registrable Securities on an appropriate form, including a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), then the an automatic shelf registration statement. The Company shall, within five Business Days of the receipt thereof, shall give written notice (the “Demand Exercise Notice”) of such request Demand Registration Request (1) to all each of the Holders of record of Registrable Securities (other Holdersthan individuals), and subject at least five (5) Business Days prior to the limitations filing of this Section 2.1any registration statement under the Securities Act and (2) to each Holder of Registrable Securities that is an individual, use its reasonable best efforts to effect, as soon as practicable, no more than five (5) Business Days after the filing of the registration statement under the Securities Act (includingor, without limitation, by means in the case of a shelf registration pursuant to Rule 415 thereunder if so requested and if request for the Company is then eligible to use such a registration) filing of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a automatic shelf registration statement, at least five (5) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after prior to the filing of such Valid Business Reason no longer exists, but in no event for more than 90 days after registration statement). Notwithstanding 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 Valid Business Reason has not resulted from actions taken by the Companyforegoing, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement delay any Demand Exercise Notice until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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 filing a registration statement, so long as all recipients of such notice have the Company shall, same amount of time to determine whether to participate in an offering as they would have had if such notice had not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a)been so delayed. (iii) 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, 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 ten Business Days after five (5) days following the receipt of the any such Demand Exercise Notice. (iiiii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.12.1(b), use its reasonable best efforts to (x) effect file with the SEC (no later than forty five (45) days from the Company’s receipt of the applicable Demand Registration Request) and cause to be declared effective such registration under the Securities Act as soon as reasonably practicable (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such the intended method of distribution, including a distribution to, and resale by, the members or partners of a Holder (a “Partner Distribution”) and (y) if requested by the Majority Participating Initiating 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 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 Registration rights granted in Section 2.1(a) 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 declared effective within a period of one hundred and twenty (120) days after the effective date of any other registration of the Company (or one hundred and eighty (180) days in the case of an IPO) filed pursuant to the Securities Act (other than a Form S-4 or Form S-8 or any successor or other forms promulgated for similar purposes or forms filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan); (ii) the Company shall not be required to effect more than five (5) Demand Registrations on Form S-1 or any similar long-form registration at the request of the AEA Investors (it being understood that if a single Demand Registration Request is delivered by more than one AEA Investor, the registration requested by such Demand Registration Request shall constitute only one Demand Registration); provided, however, that the AEA Investors shall be entitled to request an unlimited number of Demand Registrations on Form S-3 or any similar short-form registration (including pursuant to Rule 415 under the Securities Act); (iii) each registration in respect of a Demand Registration Request made by any Holder must include, in the aggregate, shares of Common Stock having an aggregate market value of at least the lesser of (a) the Minimum Threshold (based on the Common Stock included in such registration by all Holders participating in such registration) and (b) the Initiating Holder’s remaining shares of Common Stock; and (iv) if the Board, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely interfere with any existing or potential 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 acquired entities available for filing (in each case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration 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 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 Valid Business Reason has not resulted in whole or part from actions taken or omitted to be 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, suspend use of or, if required by the SEC, 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 forty-five (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 to the Initiating Holders and any other Holders that have requested registration pursuant to Section 2.2 of its determination to postpone or suspend use of or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or suspension or withdrawal no longer exists, in each case, promptly after the occurrence thereof; provided, however, the Company shall not be permitted to postpone or suspend use of or withdraw a registration statement after the expiration of any Postponement Period until twelve (12) months after the expiration of such Postponement Period. If the Company shall give any notice of postponement or suspension 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 suspend use of, 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 suspended use of, withdrawn or 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 a Demand Registration for the purposes of this Agreement until the Company shall have permitted use of such suspended registration statement or 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 suspension, 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 suspension, withdrawal or postponement no longer exists (but in no event later than forty-five (45) days after the date of the suspension, postponement or withdrawal), as applicable, permit use of such suspended registration statement or 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 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected a Demand Registration for the purposes of this Agreement and such request shall not count as a Demand Registration Request under this Agreement), and following such permission or such effectiveness such registration shall no longer be deemed to be suspended, withdrawn or postponed pursuant to clause (iv) of Section 2.1(b) above. (c) In connection with any Demand Registration, the Majority Participating majority of the Initiating Holders participating in such Demand Registration shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with any underwritten offering pursuant to such registration and each other managing underwriter for any such registration, underwritten offering; provided that in each case subject case, each such underwriter is reasonably satisfactory to consent of the Company, which approval shall not be unreasonably withheldwithheld or delayed. (d) If so No Demand Registration shall be deemed to have occurred for purposes of Section 2.1(a) (i) if the registration statement relating thereto (x) does not become effective, (y) is not maintained effective for a period of at least one hundred eighty (180) days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold (provided, however, that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company), or (z) is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, (ii) with respect to one Demand Registration for each Initiating Holder, if any of the Registrable Securities requested by such Initiating Holder to be included in such Demand Registration are not so included pursuant to Section 2.3 (even where some or most of such Holder’s Registrable Securities are included in such Demand Registration), (iii) if the method of disposition is a firm commitment underwritten public offering and any of the applicable Registrable Securities have not been sold pursuant thereto or (iv) if the conditions to closing specified in any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a default or breach thereunder by such Initiating Holder(s) or its Affiliates) or are otherwise waived by such Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder In the event that intends to sell Registrable Securities by means of the Company files a shelf registration statement under Rule 415 of the Securities Act pursuant to Rule 415 thereundera Demand Registration Request and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), the Initiating Holders with respect to such Demand Registration Request shall have the right at any time and from time to time to elect to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to such registration statement. The Initiating 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 Initiating Holders desire to sell pursuant to such underwritten offering (the “Shelf Underwriting”). 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 give include in such Shelf Underwriting (x) the Registrable Securities of the 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 two days’ prior notice 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 twenty (20) days after the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b), use its reasonable best efforts to facilitate such sale.Shelf Underwriting. Notwithstanding the foregoing, if an Investor 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 existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such Investor Holder only needs to notify the Company of the Underwritten Block Trade on the day such offering is to commence and the Company shall notify other Investor Holders and, during the Restricted Period, the Additional Investors on the same day and such other Investor Holders and, during the Restricted Period, the Additional Investors must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible, but subject to Section 2.1(b), use its reasonable best efforts to facilitate such Shelf Underwriting (which may close as early as three (3) Business Days after the date it commences); provided, however, that the Investor Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwrit

Demand Registrations. (a) If Subject to the provisions of Section 5 in the event of assignment of this Agreement, if the Company shall receive from any Holder or group of Holders holding at least 50% of the Registrable Securities, in either case at any time beginning 180 days after the closing of the IPO, a written request from Security Holder requesting that the Company file a registration statement with respect Registration Statement relating to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”)Securities, then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, will as promptly as practicable prepare and subject to the limitations of this Section 2.1, file a Registration Statement and use its reasonable best efforts to effectcause the Registration Statement to become effective; subject, as soon as practicablehowever, to the registration under the Securities Act following provisions: (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if 1) the Company is then eligible shall be required to use such a registrationfile no more than an aggregate of two Registration Statements on behalf of Security Holder (or Permitted Transferee in the event of an assignment of this Agreement) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, Subsection A; (2) the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after to file a Demand requested Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during in the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided event that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration aggregate number of Registrable Securities should not to be made or continued (or sales under a shelf registration statement should be suspended) because (i) included in such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving requested Registration is less than 2 27 500,000 shares of the Company or any of its subsidiaries issued and outstanding Common Stock; or (ii) to prepare or file such Registration Statement or an amendment or supplement thereto, and may suspend sales, at any time when the Company is in possession reasonably determines (by action of material non-public information, the disclosure Company's Board of which has been determined Directors or an officer duly authorized by the Board of Directors to not be in make such decision) that the Company’s best interests (in either casefiling thereof at the time requested, or the offering of Registrable Securities pursuant thereto, would materially and adversely affect a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request pending or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by proposed offering of securities of the Company, an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction relating to the Company may cause such registration statement or negotiations, discussions or pending proposals with respect thereto or require premature disclosure of information not otherwise required to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice disclosed to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and potential detriment of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereofCompany; provided, however, that such period of sale or distribution shall resume after any such suspension for a number of days necessary to keep such Registration effective for permitted sales thereunder for a term of 90 days. The filing of a Registration Statement, or any amendment or supplement thereto, by the Company shall may not defer its obligation be deferred, and the sale and distribution of shares may not be suspended, in this manner each case pursuant to the foregoing provisions, for more than 90 60 days after the abandonment or consummation (or the completion of the distribution of securities in the case of a public offering) of any of the proposals or transactions described therein or, in any 12 month period; orevent, for more than 120 days during any one year; (v3) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), 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 Registration Statement filed pursuant to a Demand Registration (whether pursuant request of Security Holder shall first include all Registrable Securities requested to clause (iv) of this Section 2.1(a) or as a result of any stop orderbe included by Security Holder and, injunction or other order or requirement only after such inclusion, may, include securities of the SEC or any other governmental agency or court)Company being sold for the account of the Company; provided, however, that securities to be offered on behalf of the Company shall not will be considered included in such Registration Statement only to have effected an effective registration for the purposes of this Agreement until extent that, in 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date reasonable opinion of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes Public Offering of this AgreementRegistrable Securities on behalf of Security Holder, such inclusion will not materially adversely affect the “Manager”distribution of Registrable Securities on behalf of Security Holder; (4) in connection with such registration and each other managing the selection of an underwriter for such registration, in each case a Public Offering of Registrable Securities by Security Holder shall be subject to consent the approval of the Company, which shall not be unreasonably withheld.; (d5) If so for purposes of paragraph (1) of this Subsection A, if a requested Registration Statement is filed and the Company otherwise complies with its obligations hereunder, but the Registration Statement is withdrawn by Security Holder due to a delay in the offering requested by the Initiating Holder(s)Company for a period of more than 15 business days pursuant to paragraph (2) of this Subsection A, the Company then no requested Registration Statement shall be deemed to have been filed; and (together with all Holders proposing to distribute their securities through such underwriting6) no Other Holder (as defined below) shall enter into an underwriting agreement be entitled to include securities or piggyback in customary form with the underwriter or underwriters selected for such underwriting any Registration demanded by the Company in its sole discretionSecurity Holder. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If Subject to the Company shall receive from any Holder or group provisions of Holders holding at least 50% of the Registrable SecuritiesSection 6.07, in either case if, at any time beginning 180 following the expiration of the Lock‑Up Period or, upon the Investor becoming entitled to make Transfers in accordance with Section 3.02(a)(iv), while there still remain Registrable Securities outstanding, the Company is no longer eligible to use a Shelf Registration Statement, then within forty‑five (45) days after the closing of the IPO, a Investor’s written request that to register the Company file resale of a registration statement with respect to specified number of Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (includingwhich, without limitationupon the Investor becoming entitled to make Transfers in accordance with Section 3.02(a)(iv), by means shall not be in excess of a shelf registration the number of Registrable Securities which would permit the Investor to fully satisfy the amount of aggregate Losses the Sellers are obligated to pay to the Buyer Indemnified Persons in excess of the Cash Purchase Price paid to the Sellers pursuant to Rule 415 thereunder if so requested and if the Purchase Agreement) (a “Demand Notice”), the Company will file a Registration Statement, on an appropriate form which the Company is then eligible to use use, to register the resale of such Registrable Securities, which Registration Statement will (if specified in the Demand Notice) contemplate the ability of the Investor to effect an Underwritten Offering in accordance with Section 6.01(b) (each such registration, a registration) of all Registrable Securities “Demand Registration”); provided that the Holders Investor shall not be entitled to request to be registered. There is no limitation on the number of more than three (3) Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. HoweverRegistrations; and provided, further, that the Company shall not be obligated to take any action to effect any Demand Registration: Registration within one hundred and eighty (i180) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date ofof any other Registration Statement. Each Demand Notice shall specify the number of Registrable Securities proposed to be offered for sale, a Company-initiated registration (other than a registration relating solely to the sale intended method of securities to employees distribution thereof and the estimated gross proceeds of the Company pursuant to a stock optionsuch Demand Registration, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or which may not be less than $25,000,000; (iv) 50.0 million, or, if less, all of the Company shall furnish to such Holders a certificate signed Registrable Securities held by the Chief Executive Officer of Investor. Subject to Section 6.06, the Company stating that in Investor may change the good faith judgment of the Board, any registration number of Registrable Securities should not proposed to be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere offered pursuant to any Demand Registration at any time prior to the Registration Statement with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving respect to the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined Demand Registration being declared effective by the Board to SEC, so long as such change would not be in reduce the Company’s best interests (in either case, a “Valid Business Reason”), then (x) estimated gross proceeds of the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days to less than $50.0 million. As soon as reasonably practicable after receiving such Valid Business Reason no longer existsDemand Notice, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice of such Demand Notice to the Participating Holders all other holders of its determination Common Stock who may have registration rights with respect to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponementtheir Common Stock and, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required subject to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a)6.06, the Company shall not, during the period include as part of postponement, withdrawal or suspension, register any Company Shares, such Demand Registration all other than pursuant shares of Common Stock with respect 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 which the Company has determined received written requests (which requests shall specify the aggregate number of shares of Common Stock requested to withdraw any registration statement pursuant to clause be registered) for inclusion therein within five (iv5) Business Days after receipt of this Section 2.1(a), 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 expensenotice by such holders. (b) 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 A Demand Registration shall not be deemed to have withdrawn or prematurely terminated a registration statement filed pursuant to been effected and shall not count as a Demand Registration utilized for purposes of the limits set forth in the proviso of the first sentence of Section 6.02(a) (whether i) unless a Registration Statement with respect thereto has become effective and has remained effective for a period of at least one hundred and eighty (180) days or such shorter period in which all Registrable Securities included in such Demand Registration have actually been sold thereunder (provided that such period shall be extended for a period of time equal to the period the Investor refrains from selling any securities included in such Registration Statement at the request of the Company or the lead managing underwriter pursuant to clause (iv) the provisions of this Section 2.1(aAgreement) or as a result of (ii) if, after it has become effective, such Demand Registration becomes subject, prior to one hundred and eighty (180) days after effectiveness, to any stop order, injunction or other order or requirement of the SEC or any other governmental agency authority such that no sales are possible thereunder for a period of ten (10) consecutive days or court), the Company shall not be considered to have effected an effective registration for the purposes more (other than by reason of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered any act or omission 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawalInvestor), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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. (c) In connection with any the event that a Demand RegistrationRegistration involves an Underwritten Offering of Registrable Securities, the Majority Participating Holders shall have underwriters will be selected by the right Investor; provided that any such underwriter must be reasonably acceptable to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If The Stockholders holding 50% or more of then remaining Registrable Stock may jointly request the Company to register under the Securities Act on Form S-3 or any successor form thereto all, but not less than all, of the shares of Registrable Stock held by such Stockholders for sale in the manner specified in such notice; provided that the Company is a registrant then entitled to use -------- ---- Form S-3 or any successor form thereto to register such shares. Upon receipt of such a request by Stockholders holding 50% or more of the then remaining Registrable Stock, the Company shall receive from any Holder or group of Holders holding at least 50% of the Registrable Securities, in either case at any time beginning 180 days after the closing of the IPO, a written request that the Company file a registration statement with respect to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days days of the receipt thereof, thereof give written notice (the “Demand Exercise Notice”) of such request to all other HoldersStockholders and shall, and subject to the limitations of this Section 2.13, use its reasonable best efforts to effect, effect such a registration as soon as practicable, the practicable and in any event to file within 75 days of such a request a registration statement under the Securities 1933 Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if covering all the Company is then eligible to use such a registration) of all Registrable Securities that Stock which the Holders Stockholders shall in writing request to be registeredincluded in such registration and to use its best efforts to have such registration statement become effective. There is Notwithstanding anything to the contrary contained herein, no limitation on the number of Demand Registrations pursuant to request may be made under this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand Registration: 3(a): (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 60 days prior to its good faith estimate of the Company's estimated date of filing of, and ending on a the date 90 days after six months immediately following the effective date of, a Company-initiated any registration statement pertaining to the securities of the Company (other than a registration relating solely to the sale of securities to employees of the Company pursuant to in a stock option, stock purchase Rule 145 transaction or similar plan or with respect to an SEC Rule 145 transactionemployee benefit plan), ; provided that the Company is actively employing in good -------- ---- faith all reasonable efforts to cause such registration statement to become effective; ; and (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (ivii) if the Company shall furnish to such Holders the Stockholder a certificate signed by the Chief Executive Officer President of the Company stating that in the good faith judgment of the Board, any registration Board of Registrable Securities should not Directors it would be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving significantly detrimental to the Company or its shareholders, provided that any of its subsidiaries or (ii) impact on the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to stock price that such an offer would cause will not be in considered detrimental to the Company’s best interests (in either case, shareholders for a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn filed in the near future, in which event the Company's obligation to use all reasonable efforts to register, qualify or comply under this Section 3(b) shall be deferred for a period not to exceed 90 days from the date of receipt of written request from the Stockholders; provided that the Company may not utilize this right more than -------- ---- once in any 12-month period. The Company will use its best efforts to insure that each registration filed pursuant to this Section 3(a) remain in effect for 120 days after the effective date of such filing. (b) In the event that the Company is not a registrant entitled to use Form S-3 or any successor form thereto, the Stockholders holding 50% or more of then remaining Registrable Stock may jointly request the Company to register under the Securities Act of 1933 on Form ▇-▇, ▇▇▇▇ ▇-▇ or any similar or successor registration form thereto all, but not less than all, of the shares of Registrable Stock held by them for sale in the manner specified in such notice; provided, that such registration shall be underwritten on a firm commitment -------- ---- basis. Upon receipt of such a request by any Stockholders holding 50% or more of the Registrable Stock, the Company shall within five days of the receipt thereof give notice to all Stockholders and shall, subject to the limitations of this Section 3, use its effectiveness terminated or may postpone amending or supplementing best efforts to effect such a registration as soon as practicable and in any event to file within 75 days of such a request a registration statement under the 1933 Act covering all the Registrable Stock which the Stockholders shall in writing request to be included in such registration and to use its best efforts to have such registration statement until five Business Days after such Valid Business Reason no longer exists, but become effective. The Company will use its best efforts to insure that each registration filed pursuant to this Section 3(a) remain in no event effect for more than 90 120 days after the effective date of such filing. (c) If the Board determines a Valid Business Reason exists; and Stockholders request that the Registrable Stock be sold in an underwritten offering, then the Company, in consultation with the Stockholders, shall designate the managing underwriter of such offering. The Company shall give written notice be obligated to the Participating Holders of its determination register Registrable Stock pursuant to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereofthis Section 3 on two occasions only; provided, however, that such obligation shall -------- ------- be deemed satisfied only when a Registration Statement covering all shares of Registrable Stock specified in the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement received pursuant to clause (ivSection 3(a) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 sale in accordance with Section 2.1 (unless the Initiating Holders method of disposition specified by the Stockholders, 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheldbecome effective. (d) If so requested The Company shall be entitled to include in any registration statement referred to in this Section 3, for sale in accordance with the method of disposition specified by the Initiating Holder(s)Stockholders, the Company (together with all Holders proposing shares of Common Stock to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting be sold by the Company for its own account, except as and to the extent that, in its sole discretionthe opinion of the managing underwriter, such inclusion would adversely affect the marketing of the Registrable Stock to be sold. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If Subject to the Company shall receive from any Holder or group provisions of Holders holding at least 50% of the Registrable SecuritiesSection 6.07, in either case if, at any time beginning 180 following the expiration of the Lock‑Up Period or, upon the Investor becoming entitled to make Transfers in accordance with Section 3.02(a)(iv), while there still remain Registrable Securities outstanding, the Company is no longer eligible to use a Shelf Registration Statement, then within forty‑five (45) days after the closing of the IPO, a Investor’s written request that to register the Company file resale of a registration statement with respect to specified number of Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (includingwhich, without limitationupon the Investor becoming entitled to make Transfers in accordance with Section 3.02(a)(iv), by means shall not be in excess of a shelf registration the number of Registrable Securities which would permit the Investor to fully satisfy the amount of aggregate Losses the Sellers are obligated to pay to the Buyer Indemnified Persons in excess of the Cash Purchase Price paid to the Sellers pursuant to Rule 415 thereunder if so requested and if the Purchase Agreement) (a “Demand Notice”), the Company will file a Registration Statement, on an appropriate form which the Company is then eligible to use use, to register the resale of such Registrable Securities, which Registration Statement will (if specified in the Demand Notice) contemplate the ability of the Investor to effect an Underwritten Offering in accordance with Section 6.01(b) (each such registration, a registration) of all Registrable Securities “Demand Registration”); provided that the Holders Investor shall not be entitled to request to be registered. There is no limitation on the number of more than three (3) Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. HoweverRegistrations; and provided, further, that the Company shall not be obligated to take any action to effect any Demand Registration: Registration within one hundred and eighty (i180) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date ofof any other Registration Statement. Each Demand Notice shall specify the number of Registrable Securities proposed to be offered for sale, a Company-initiated registration (other than a registration relating solely to the sale intended method of securities to employees distribution thereof and the estimated gross proceeds of the Company pursuant to a stock optionsuch Demand Registration, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or which may not be less than $25,000,000; (iv) 50.0 million, or, if less, all of the Company shall furnish to such Holders a certificate signed Registrable Securities held by the Chief Executive Officer of Investor. Subject to Section 6.06, the Company stating that in Investor may change the good faith judgment of the Board, any registration number of Registrable Securities should not proposed to be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere offered pursuant to any Demand Registration at any time prior to the Registration Statement with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving respect to the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined Demand Registration being declared effective by the Board to SEC, so long as such change would not be in reduce the Company’s best interests (in either case, a “Valid Business Reason”), then (x) estimated gross proceeds of the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days to less than $50.0 million. As soon as reasonably practicable after receiving such Valid Business Reason no longer existsDemand Notice, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice of such Demand Notice to the Participating Holders all other holders of its determination Common Stock who may have registration rights with respect to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponementtheir Common Stock and, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required subject to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a)6.06, the Company shall not, during the period include as part of postponement, withdrawal or suspension, register any Company Shares, such Demand Registration all other than pursuant shares of Common Stock with respect 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 which the Company has determined received written requests (which requests shall specify the aggregate number of shares of Common Stock requested to withdraw any registration statement pursuant to clause be registered) for inclusion therein within five (iv5) Business Days after receipt of this Section 2.1(a), 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 expensenotice by such holders. (b) 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 A Demand Registration shall not be deemed to have withdrawn or prematurely terminated a registration statement filed pursuant to been effected and shall not count as a Demand Registration utilized for purposes of the limits set forth in the proviso of the first sentence of Section 6.02(a) (whether i) unless a Registration Statement with respect thereto has become effective and has remained effective for a period of at least one hundred and 22 eighty (180) days or such shorter period in which all Registrable Securities included in such Demand Registration have actually been sold thereunder (provided that such period shall be extended for a period of time equal to the period the Investor refrains from selling any securities included in such Registration Statement at the request of the Company or the lead managing underwriter pursuant to clause (iv) the provisions of this Section 2.1(aAgreement) or as a result of (ii) if, after it has become effective, such Demand Registration becomes subject, prior to one hundred and eighty (180) days after effectiveness, to any stop order, injunction or other order or requirement of the SEC or any other governmental agency authority such that no sales are possible thereunder for a period of ten (10) consecutive days or court), the Company shall not be considered to have effected an effective registration for the purposes more (other than by reason of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered any act or omission 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawalInvestor), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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. (c) In connection with any the event that a Demand RegistrationRegistration involves an Underwritten Offering of Registrable Securities, the Majority Participating Holders shall have underwriters will be selected by the right Investor; provided that any such underwriter must be reasonably acceptable to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If In addition to the Company shall receive from any Holder or group of Holders holding at least 50% of the Registrable Securitiesinitial Registration described in Section 1(a), in either case at any time beginning 180 days after the closing of the IPO, a written request that the Company file a registration statement with respect such initial Registration Statement ceases to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then effective the Company shall, within five Business Days upon the written request of Holders of at least 25% of the receipt thereofTransfer Restricted Shares, give written notice promptly file with the Commission a Registration Statement (a "Demand Registration") on an appropriate form under the “Demand Exercise Notice”) of such request to all other Holders, and subject Securities Act relating to the limitations offer and sale of this Section 2.1, the Transfer Restricted Shares and thereafter use its reasonable best efforts to effect, as soon as practicable, cause such Registration Statement to be declared effective no later than 120 days after the registration under date of the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that request from the Holders request (such 120th day being the Effectiveness Deadline with respect to be registered. There is no limitation on the number of such Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. HoweverRegistration), provided that the Company shall not be obligated to take effect more than one (1) Demand Registration for the Holders pursuant to this Section 1(b) in any action twelve month period nor more than a total of four (4) Demand Registrations for the Holders pursuant to effect any Demand Registration:this Section 1(b). (i) within three months after a Demand Registration If at the time of any request to register Transfer Restricted Shares pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction1(b), provided that the Company is actively employing engaged in, or has fixed plans to engage in good faith all reasonable efforts to cause such registration statement to become effective; within thirty (iii30) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer days of the Company stating that time of such request, a registered public offering or is engaged in any other activity which, in the good faith judgment determination of the BoardBoard of Directors of the Company, any registration of Registrable Securities should not would be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined adversely affected by the Board Demand Registration to not be in the material detriment of the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a at its option direct that such Demand Registration Request be delayed for a reasonable period not in excess of three (3) months from the effective date of such other offering or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date of completion of such other material activity, as 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereofbe; provided, however, that such right to delay a request may be exercised by the Company not more than once in any period of twelve (12) consecutive months. In addition, the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If effect any registration within ninety (90) days after the Company shall give any notice of postponement, withdrawal or suspension effective date of any registration statement pursuant other Registration Statement of the Company. In any such case, the Effectiveness Deadline for the Demand Registration shall be extended by a period equal to clause the period of the permitted delay. (ivii) Each request for a Demand Registration by the Holders shall state the number of this Section 2.1(a)Transfer Restricted Shares proposed to be sold and the intended method of disposition thereof. Upon receiving a request for a Demand Registration, the Company shall not, during promptly take such steps as are necessary or appropriate to prepare for the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), 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 Transfer Restricted Shares that was in effect at are the time of receipt subject of such notice. If the Company request. (iii) A Registration shall have withdrawn or prematurely terminated a registration statement filed pursuant to not constitute a Demand Registration until it has become effective and remains continuously effective for the Registration Period described in Section 1(d) hereof. In addition, a Registration shall not constitute a Demand Registration if (whether pursuant to clause (ivx) after such Demand Registration has become effective, such registration or the related offer, sale or distribution of this Section 2.1(a) or as a result of Transfer Restricted Shares thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC Commission or any other governmental agency or court), court for any reason not attributable to 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 Holders and such registration statement shall have been declared effective and shall interference is not have been withdrawn. If the Company shall give any notice of withdrawal thereafter eliminated or postponement of a registration statement, the Company shall, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 Securitiesconditions to closing specified in the underwriting agreement, 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shallif any, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) entered into in connection with such registration and each Demand Registration are not satisfied or waived, other managing underwriter for such registration, in each case subject to consent than by reason of the Company, not be unreasonably withheld. (d) If so requested a failure by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretionHolders. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If the Company shall receive from (i) any Holder or group of Holders holding at least 50% of the Registrable Securities, in either case at any time beginning 180 days after the closing of the IPO, a written request that the Company file a registration statement with respect to all or a portion of the Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of The Company shall not be required to effect more than two Demand Registrations in any calendar year pursuant to this Section 2.1 which the Company is obligated to effect2.1. However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees directors of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000100,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially and adversely interfere with a any existing or potential material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”)) , then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a).. (b) (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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 HoldersInitiating Holder(s), obtain acceleration of the effective date of the registration statement relating to such registration. (c) In connection with any Demand Registration, the Majority Participating Holders Initiating Holder shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not to be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretionand the Initiating Holder(s). (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If the Company shall receive from any Holder or group of Holders holding at least 5040% of the Registrable Securities, in either case Securities at any time beginning 180 days after the closing of the IPO (or such earlier time as permitted by the terms of the lockup agreements executed in connection with the IPO), a written request that the Company file a registration statement with respect to all or a portion of the Registrable Securities (a “Demand Registration Request,” and the registration statement so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registeredregistered within five Business Days of receipt of such notice. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three four months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC a Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expensesExpenses, is equal to or less than $25,000,000;25.0 million; or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. In addition, if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the BoardCompany, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a an existing shelf registration statement) would materially and adversely interfere with a any existing or potential material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries Subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board Company to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request (or suspend sales under an existing shelf registration statement statement) until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board Company determines a Valid Business Reason exists and (y) in case a registration statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board Company determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone the filing of, or withdraw withdraw, a registration statement (or suspend sales under a an existing shelf registration statement statement) and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner more than twice or for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) the immediately prior paragraph of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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 such withdrawn registration statement and such new 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 Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 Section 2.1 (unless the Initiating Holders Holder(s) 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (i) The Company, subject to Sections 2.3 and 2.62.7, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders Holder(s) 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 ten five Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act Act, if so requested and if the Company is then eligible to use such a registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended the method of distribution intended by the Initiating Holder(s) and (y) if requested by the Majority Participating HoldersInitiating Holder(s), obtain acceleration of the effective date of the registration statement relating to such registration. (c) In connection with any Demand Registration, the Majority Participating Holders Initiating Holder(s) shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (eInitiating Holder(s) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such saleSection 2.1(c).

Demand Registrations. (a) 3.1.1 If the Company shall receive from any Holder or group of Holders holding at least 50% of the Registrable Securities, in either case at any time beginning 180 days after the closing of the IPO, a written request that the Company file a registration statement with respect to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand Registration: earlier of: (i) within three months after a Demand Registration pursuant to four (4) years from the date of this Section 2.1 that has been declared Agreement; or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days six (6) months after the effective date ofof the first registration statement for a public offering of securities of the Company, a Company-initiated registration (other than a registration statement relating solely to the sale of securities to employees of the Company pursuant to a stock optionoption plan, stock purchase plan or other similar plan or to an SEC Rule 145 transaction("IPO"), a written request from: (I) the Holders of a majority in interest of the Registrable Securities which are issued or issuable to Clal, Courses, the Ampal Group, the JVP Group and the Challenge Group (collectively the "NON H PREFERRED DEMANDING SHAREHOLDERS"); (II) the holders of the majority of the Series H Preferred Shares (the "H PREFERRED DEMANDING SHAREHOLDERS"); or (III) the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding (in each case the "INITIATING HOLDERS"), that the Company file a registration statement under the Act covering the registration of Registrable Securities having an aggregate offering price, net of the underwriting discounts and commissions, in excess of USD$5,000,000 (five million), then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all other Holders. If Holders other than the Initiating Holders ("JOINING HOLDERS") intend to participate in the registration under this subsection, they shall notify the Company in writing (the "REPLY") within twenty (20) days following receipt of the Company's notice and shall include in their Reply the number of Registrable Securities they desire to register. The Company shall effect as soon as practicable, and in any event shall use its best efforts to effect within sixty (60) days of the receipt of such request of the Initiating Holders, the registration under the Act of all Registrable Securities which the Holders requested to be registered as aforesaid. No more than three (3) requests shall be made pursuant to this Section 3.1: (a) one (1) of which is reserved for the Non H Preferred Demanding Shareholders as a group; (b) one (1) of which is reserved for the majority of the Holders of Registrable Securities; and (c) one (1) of which is reserved for the holders of the majority of the Series H Preferred Shares. Subject to the prior approval of the Board the provisions of Section 3 shall also apply in the event that the Initiating Holders request to participate in the IPO by selling any or all of their shares provided that the underwriters determine, in their sole discretion, that such participation will not materially and adversely affect the success of the offering by the Company. Such inclusion shall not be treated as a demand for the purposes of Section 3. (a) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company is actively employing as a part of their request made pursuant to this Section 3.1 and the Company shall include such information in good faith all reasonable efforts the notice to cause the other Holders pursuant to Section 3.1.1 above. The underwriter will be selected by a majority in interest of the Initiating Holders and any Joining Holders, provided such underwriter shall be reasonably acceptable to the Company. In such event, the right of any Joining Holder to include his Registrable Securities in such registration statement shall be conditioned upon such Joining Holder's participation in such underwriting and the inclusion of such Joining Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Joining Holder) to become effective;the extent provided herein. All Holders proposing to distribute their securities through such underwriter shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. If any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided that if by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum limitations imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration, the right to include additional Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). (iiib) where If the anticipated underwriter of such offering pricedetermines, before in its sole discretion, that the number of shares requested by the Initiating Holders and the Joining Holders is greater than the number of shares that may be underwritten, the number of Registrable Securities that may be included in the registration shall be allocated among first, the holders of the Registrable Securities held by the majority of the Preferred Holders, and thereafter to all other Initiating Holders and Joining Holders at a ratio of four (4) shares of the Preferred Shareholders to every one (1) share of all other Holders, based with respect to the distribution between such other Holders, upon the number of Registrable Securities requested by them to register, and based, with respect to the distribution between the H and Non H Demanding Preferred Shareholders, on the number of Registrable Securities then outstanding held by each of them, PROVIDED, HOWEVER, that if such registration is the registration initiated by the H Preferred Demanding Shareholders according to the provisions of Section 3.1.1(II) above and reserved for the H Preferred Demanding Shareholders according to the provisions of Section 3.1.1(c) above, the securities held by the Series H Preferred Shareholders shall be included in the registration prior and in preference to any underwriting discounts or commissions of the securities held by the other Demanding Preferred Shareholders and if such registration is the registration initiated by the Non H Demanding Shareholders according to the provisions of Section 3.1.1(I) above and reserved for the Non H Demanding Shareholders according to the provisions of Section 3.1.1(a) above, the securities held by the Non H Preferred Shareholders shall be included in the registration prior to and in preference to any offering-related expensesof the securities held by the other Demanding Preferred Shareholders. 3.1.3 Notwithstanding the foregoing, is equal to or less than $25,000,000; if within ten (iv10) if days of receipt of a request for the registration of Registrable Securities as set forth in subsection 3.1.1, the Company shall furnish to such the Initiating Holders a certificate signed by the Chief Executive Officer (the "CEO") of the Company stating that a letter of intent with an underwriter relating to the public sale of the Company's shares has been signed, then, subject to Section 3.3, if the Company shall furnish the Initiating Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company it would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed by the Company, will deliver seriously detrimental 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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 and its shareholders 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, not later than five Business Days after the Valid Business Reason that caused Registration Securities to be effected at such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 Section 2.1 (unless the Initiating Holders shall have withdrawn such requesttime, in which case event the Company shall not be 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 this Section 2.1(a). (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter defer taking action with respect to such a request for a period of not more than six (any lead managing underwriter for the purposes of this Agreement, the “Manager”6) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent months after receipt of the Company, not be unreasonably withheld. (d) If so requested by request of the Initiating Holder(s)Holders under subsection 3.1.1, the Company (together with all Holders proposing provided however, that such right to distribute their securities through such underwriting) delay a request shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting be exercised by the Company not more than once in its sole discretionany twelve (12) month period. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If At any time following the date -------------------- hereof and prior to the date on which the Company shall receive from any Holder or group of Holders holding at least 50% of the Registrable Securities, in either case at any time beginning 180 days after the closing of the IPO, have obtained a written request opinion of legal counsel reasonably satisfactory to the Shareholder and addressed to the Company and the Shareholder to the effect that the Company file a registration statement with respect Shares may be publicly offered for sale in the United States by the Shareholder without restriction as to Registrable Securities (a “Demand Registration Request,” manner of sale and the registration so requested is referred to herein as a “Demand Registration,” amount of securities sold and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the without registration under the Securities Act (includingsuch period, without limitationthe "Demand Period"), the ------------- Shareholder shall have the right on five (5) occasions to require the Company to file a registration statement under the Securities Act in respect of all or a portion of the Shares (so long as such request covers at least 25,000 shares), by means of a shelf registration pursuant delivering to Rule 415 thereunder if so requested and if the Company written notice stating that such right is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on being exercised, specifying the number of Demand Registrations pursuant the Shares to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing included in good faith all reasonable efforts to cause such registration statement to become effective; and describing the intended method of distribution thereof (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a "Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 thatAs promptly as practicable, upon receipt of any notice from the Company that the Company has determined to withdraw any registration statement pursuant to clause (iv) of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 thirty --------------- (30) days after the date of Company receives a Demand Request, the postponement or withdrawal), Company shall file with the SEC and thereafter use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed cause to be declared effective promptly a registration statement in accordance with 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) (a "Demand Registration") providing for the ------------------- registration of such number of Shares the Registrable Securities which the Company has been so requested to register, Shareholder shall have demanded be registered for distribution in accordance with such intended method of distribution distribution. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay, for a reasonable period of time, not to exceed ninety (90) days in the case of clauses (i) and (yii) below, or thirty (30) days in the case of clause (iii) below (each, a "Blackout -------- Period"), the filing of any Demand Registration if requested the Company shall determine ------ that any such filing or the offering of any Shares would (i) in the good faith judgment of the Board of Directors of the Company, unreasonably impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (ii) 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 Majority Participating HoldersCompany, obtain acceleration or (iii) in 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) of this subsection (b)) which, if disclosed at such time, would be materially harmful to the interests of the Company and its stockholders; provided, however, that in the case of a -------- ------- Blackout Period pursuant to clause (i) or (ii) 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 transaction; 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 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 of the last 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 Shareholder 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 the Shareholder of any such determination, the 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 of its Affiliates 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 and any of its Affiliates for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, will deliver to the Company any copies then in such Shareholder's possession of the prospectus covering such Shares, 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 Shareholder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless the Shareholder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration for purposes of determining the registration statement relating number of Demand Registrations to such registrationwhich the Shareholder is entitled under this Agreement. (c) In connection with any Demand Registration, Anything in this Agreement to the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registrationcontrary notwithstanding, in each case subject to consent a Demand Registration has been filed, if a transaction of the type specified in Section 3.1(b)(i) has not resulted from actions taken by the Company, 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 be unreasonably withheldto exceed the Blackout Period applicable to Section 3.1(b)(i); provided, however, that in no event shall a -------- ------- Demand Registration so withdrawn count as one of the five Demand Registrations which the Shareholder is entitled to make pursuant to Section 3.1(a) hereof. (d) If so requested by the Initiating Holder(s)The Shareholder may withdraw a Demand Request in circumstances including, but not limited to, the following: if (i) the Company is in material breach of its obligation hereunder and has not cured such breach after having received notice thereof and a reasonable opportunity to do so or (together with all Holders proposing ii) the withdrawal occurs during a Blackout Period. Any Demand Request withdrawn prior to distribute their securities through such underwritingDemand Registration becoming effective and pursuant to this subsection (d) shall enter into an underwriting agreement in customary form with not constitute a Demand Registration for the underwriter or underwriters selected for such underwriting by purposes of determining the Company in its sole discretionnumber of Demand Registrations to which the Shareholder is entitled. (e) Any Holder that intends The Company may elect to sell Registrable Securities by means of a shelf include in any registration statement filed pursuant to Rule 415 thereunderthis Section 3.1 any Common Stock to be issued by it or held by any of its subsidiaries or by any other shareholders only to the extent such Common Stock is offered and sold pursuant to, shall give and on the Company two days’ prior notice of terms and subject to the conditions of, any such saleunderwriting agreement or distribution arrangements entered into or effected by the Shareholder.

Demand Registrations. (a) If the Company shall receive from either (i) the Sponsor or (ii) any other Holder or group of Holders holding at least 50% of the Registrable Securitiesthen outstanding Company Shares, in either case at any time beginning 180 days after the closing of the IPO, a written request that the Company file a registration statement with respect to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,00050,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 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 ten Business Days 30 days after the receipt of the Demand Exercise NoticeNotice (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 the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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 members or 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. (iii) 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 otherwise take any 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, including filing a prospectus supplement naming the Holders, partners, members and shareholders to the extent required by law, to effect such Partner Distribution. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. Subject to Section 7.5(d) below, at any time after the end of the Lock- Up Period and so long as such Stockholder either (ay) If is subject to Rule 145(d)(1) in respect of the Company shall receive from any Holder Search Common Stock acquired by such Stockholder pursuant to the Merger, or group of Holders holding (z) holds at least 505% of the Registrable Securitiesissued and outstanding shares of Search Common Stock, in either case at any time beginning 180 days after the closing Stockholders, as holders of the IPO, a written request that the Company file a registration statement with respect to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such may request pursuant to this Agreement shall be known as the “Initiating Holder(s)”)one, then the Company shallbut not more than one, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all or part of their Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take Form S-1 or any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Companysimilar long-initiated form registration (other than a "Long-Form Registrations"), or, if Search is eligible for same, on Forms S-2 or S-3 or any similar short-form registration relating solely to the sale of securities to employees of the Company pursuant to a stock option("Short-Form Registrations"), stock purchase or similar plan or to an SEC Rule 145 transaction)for which Search will pay all registration expenses, provided that the Company expected aggregate net cash proceeds to all sellers of Registrable Securities in any underwritten offering is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or not less than $25,000,000; 5 million. The Stockholders (iveither jointly or severally)collectively will be entitled to request only one (1) if registration under this Section 7.5(a). A registration will not count as the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any one permitted registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which until it has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereofbecome effective; provided, howeverthat if, that the Company shall not defer its obligation in this manner for more than 90 within 60 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a)after it has become effective, the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), such Holder will discontinue its disposition offering of Registrable Securities pursuant to such registration statement and, if so directed is interfered with 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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 such registration will be deemed not be considered to have effected an effective been effected. The registration for under this Section 7.5(a) shall be, at 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date option of the postponement Stockholders after consultation with Search, either (w) a shelf registration which Search agrees to keep effective for a period of not less than ninety (90) days, or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a an underwritten registration) 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. (c) In connection with any Demand Registration, the Majority Participating Holders . Search shall have the right to designate select the lead managing underwriter (investment banker(s) and manager(s) to administer any lead managing underwriter for the purposes of this Agreementunderwritten offering, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to the consent of the CompanyStockholder whose shares are being registered thereunder, which consent shall not be unreasonably withheld. (d) If so . The registration requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of this Section 7.5(a) is referred to herein as a "Demand Registration." The Demand Registration will be a Short-Form Registration whenever Search is permitted to use any such saleapplicable short form.

Demand Registrations. (a) If the Company shall receive from any Holder or group of Holders holding at least 50% of the Registrable Securities, in either case at At any time beginning 180 days after the 18 month anniversary of the closing of a Public Offering, Audax and its Affiliates will have the IPO, a right by written request that notice delivered to the Company file a registration statement with respect to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred "DEMAND NOTICE") to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then require the Company shall, within five Business Days to register (a "DEMAND REGISTRATION") under and in accordance with the provisions of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (includingshares of Common Stock held by Audax, without limitationunless, at the time of such Demand Notice, all of the shares of Common Stock requested to be registered pursuant hereto are eligible for resale in accordance with Rule 144 within a three-month period. The Demand Notice will state the number of shares of Common Stock held by means of a shelf registration pursuant to Rule 415 thereunder if so Audax requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is The Company will have no limitation on the number of Demand Registrations pursuant obligation to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a effectuate more than one Demand Registration pursuant to this Section 2.1 5.1; PROVIDED, HOWEVER, that has been declared in determining the number of Demand Registrations to which Audax and its Affiliates are entitled, there shall be excluded any Demand Registration (1) that does not become effective or ordered effective; (ii) during is not maintained effective for the period starting with required pursuant to Section 5.4(a) or (2) that is an underwritten registration if the date 15 days prior to its good faith estimate total number of shares of Common Stock registered in such offering by Audax (the "REGISTERED SHARES") is less than 75% of the date number of filing ofshares of Common Stock requested to be included therein by Audax (the "ORIGINAL REQUESTED SHARES"); PROVIDED, and ending on HOWEVER, that in such event, Audax may only exercise its right to request an additional Demand Registration pursuant to this clause (2)(A) one time with respect to a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely maximum number of shares of Common Stock equal to the sale difference between the Original Requested Shares and the Registered Shares (such requested number of securities shares of Common Stock, the "ADDITIONAL REQUESTED SHARES") and (B) if such Additional Requested Shares would reasonably be expected to employees result in aggregate gross proceeds from such offering of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or not less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a)5.0 million. (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If the Company shall receive from any Holder or group of Holders holding Investors who together hold at least 50% Five Hundred Thousand (500,000) shares of the Registrable SecuritiesSecurities may make one request on or before August 17, in either case at any time beginning 180 days after 2005 that the Company file a Registration Statement covering the resale or distribution by the Investors of the Registrable Securities (the "Initial Demand Registration"). Any Investor who is, immediately following the closing of the IPOtransactions contemplated by the Purchase Agreement, a written an Affiliate of the Company may make one request that the Company file a registration statement with respect to Registration Statement covering the resale or distribution by such Investor of the Registrable Securities provided that such Investor is an Affiliate at the time of such request (a “an "Affiliate Demand Registration"). The Initial Demand Registration Request,” and the registration so requested is Affiliate Demand Registration are each referred to herein as a “"Demand Registration,” and ." Upon the sender(s) receipt of such a request pursuant to this Agreement shall be known as the “Initiating Holder(s)”)for a Demand Registration, then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the will promptly file a registration statement on an appropriate form under the Securities Act of 1933, as amended (includingthe "Securities Act"), without limitation, by means of a shelf registration pursuant relating to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company and shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to use its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable best efforts to cause such registration statement to become effective; be declared effective no later than one hundred twenty (iii120) where days after the anticipated offering pricedate of the request from the Investors. Notwithstanding the foregoing, before any underwriting discounts or commissions and any offering-related expensesif at the time of the request to register the Registrable Securities, is equal to or less than $25,000,000; (iv) if the Company shall furnish is engaged in, or has fixed plans to such Holders a certificate signed by the Chief Executive Officer of the Company stating that engage in any other activity which, in the good faith judgment determination of the BoardBoard of Directors of the Company, any registration of Registrable Securities should not would be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined adversely affected by the Board Demand Registration to not be in the material detriment of the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing at its option direct that such demand registration be delayed for a registration statement relating period not to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer existsexceed ninety (90) days. In addition, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If effect any Demand Registration within ninety (90) days after the Company shall give any notice of postponement, withdrawal or suspension effective date of any other registration statement pursuant to clause (iv) of the Company. For the purposes of this Section 2.1(a)Agreement, "Affiliate" has the meaning given to it in Rule 144 of the Securities Act. (b) The Demand Registration by the Investors shall state the intended method of disposition of the Registrable Securities. Upon receiving a request for a Demand Registration, the Company shall notpromptly take such steps as are necessary or appropriate to prepare for the registration of all of the Registrable Securities. (c) A registration shall not constitute a Demand Registration until it has become effective and remains continuously effective for the Registration Period described in Section 4 hereof. In addition, during the period of postponement, withdrawal or suspension, register any Company Shares, other than pursuant to a registration statement on Form S-4 shall not constitute a Demand Registration if (i) after such Demand Registration has become effective, such registration or S-8 (the related offer, sale or an equivalent registration form then in effect). Each Holder distribution 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 (iv) of this Section 2.1(a), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed is interfered with 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) or as a result of any stop order, injunction or other order or requirement of the SEC Securities and Exchange Commission (the "Commission") or any other governmental agency or court), court for any reason not attributable to 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 Investors and such registration statement shall have been declared effective and shall interference is not have been withdrawn. If the Company shall give any notice of withdrawal thereafter eliminated, or postponement of a registration statement, the Company shall, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shallthe conditions to closing specified in the underwriting agreement, as expeditiously as possibleif any, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) entered into in connection with such registration and each Demand Registration are not satisfied or waived, other managing underwriter for such registration, in each case subject to consent than by reason of a failure by the Company, not be unreasonably withheldInvestors. (d) If so requested by Notwithstanding the Initiating Holder(s)foregoing, the Company may at any time effect the Initial Demand Registration (together prior to receipt of any request by Investors to do so) by filing the registration statement contemplated by this Section 2, notifying all Investors thereof and otherwise complying with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by obligations of the Company hereunder in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means connection with such Initial Demand Registration, including without limitation the obligations of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such saleunder Section 4.

Demand Registrations. (a) If the Company shall receive from any Holder or group of Holders holding Investors who together hold at least 50% Five Hundred Thousand (500,000) shares of the Registrable SecuritiesSecurities may make one request on or before August 17, in either case at any time beginning 180 days after 2005 that the Company file a Registration Statement covering the resale or distribution by the Investors of the Registrable Securities (the “Initial Demand Registration”). Any Investor who is, immediately following the closing of the IPOtransactions contemplated by the Purchase Agreement, a written an Affiliate of the Company may make one request that the Company file a registration statement with respect to Registration Statement covering the resale or distribution by such Investor of the Registrable Securities provided that such Investor is an Affiliate at the time of such request (a an “Affiliate Demand Registration”). The Initial Demand Registration Request,” and the registration so requested is Affiliate Demand Registration are each referred to herein as a “Demand Registration,.” and Upon the sender(s) receipt of such a request pursuant to this Agreement shall be known as the “Initiating Holder(s)”)for a Demand Registration, then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the will promptly file a registration statement on an appropriate form under the Securities Act of 1933, as amended (includingthe “Securities Act”), without limitation, by means of a shelf registration pursuant relating to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company and shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to use its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable best efforts to cause such registration statement to become effective; be declared effective no later than one hundred twenty (iii120) where days after the anticipated offering pricedate of the request from the Investors. Notwithstanding the foregoing, before any underwriting discounts or commissions and any offering-related expensesif at the time of the request to register the Registrable Securities, is equal to or less than $25,000,000; (iv) if the Company shall furnish is engaged in, or has fixed plans to such Holders a certificate signed by the Chief Executive Officer of the Company stating that engage in any other activity which, in the good faith judgment determination of the BoardBoard of Directors of the Company, any registration of Registrable Securities should not would be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined adversely affected by the Board Demand Registration to not be in the material detriment of the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing at its option direct that such demand registration be delayed for a registration statement relating period not to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer existsexceed ninety (90) days. In addition, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If effect any Demand Registration within ninety (90) days after the Company shall give any notice of postponement, withdrawal or suspension effective date of any other registration statement pursuant to clause (iv) of the Company. For the purposes of this Section 2.1(a)Agreement, “Affiliate” has the meaning given to it in Rule 144 of the Securities Act. (b) The Demand Registration by the Investors shall state the intended method of disposition of the Registrable Securities. Upon receiving a request for a Demand Registration, the Company shall notpromptly take such steps as are necessary or appropriate to prepare for the registration of all of the Registrable Securities. (c) A registration shall not constitute a Demand Registration until it has become effective and remains continuously effective for the Registration Period described in Section 4 hereof. In addition, during the period of postponement, withdrawal or suspension, register any Company Shares, other than pursuant to a registration statement on Form S-4 shall not constitute a Demand Registration if (i) after such Demand Registration has become effective, such registration or S-8 (the related offer, sale or an equivalent registration form then in effect). Each Holder distribution 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 (iv) of this Section 2.1(a), such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement and, if so directed is interfered with 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) or as a result of any stop order, injunction or other order or requirement of the SEC Securities and Exchange Commission (the “Commission”) or any other governmental agency or court), court for any reason not attributable to 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 Investors and such registration statement shall have been declared effective and shall interference is not have been withdrawn. If the Company shall give any notice of withdrawal thereafter eliminated, or postponement of a registration statement, the Company shall, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shallthe conditions to closing specified in the underwriting agreement, as expeditiously as possibleif any, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) entered into in connection with such registration and each Demand Registration are not satisfied or waived, other managing underwriter for such registration, in each case subject to consent than by reason of a failure by the Company, not be unreasonably withheldInvestors. (d) If so requested by Notwithstanding the Initiating Holder(s)foregoing, the Company may at any time effect the Initial Demand Registration (together prior to receipt of any request by Investors to do so) by filing the registration statement contemplated by this Section 2, notifying all Investors thereof and otherwise complying with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by obligations of the Company hereunder in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means connection with such Initial Demand Registration, including without limitation the obligations of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such saleunder Section 4.

Demand Registrations. (a) If Each of (i) the Company shall receive from Shamrock Members, at any Holder or group of Holders time, (ii) the Class C Members, at any time following an Initial Public Offering, and (iii) Non-Shamrock Members holding at least 50% ten percent (10%) of the Registrable SecuritiesSecurities then held by all Non-Shamrock Members, in either case at any time beginning 180 days after when the closing of Company is eligible to use a Form S-3 registration statement (or an equivalent form that is a successor to Form S-3), shall have the IPO, right to make a written request that the Company file a for registration statement with respect to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as any such request, a “Demand Registration,” ”) with the SEC, under and in accordance with the sender(s) provisions of the Securities Act, of all or part of the Registrable Securities held of record and beneficially by such request pursuant to this Agreement shall be known as Members and their respective Affiliates (such Members making such demand, the “Initiating Holder(s)Demanding Holder”); provided, then that (i) the Company shallor Newco, within five Business Days as applicable, need not effect a Demand Registration if such registration will result in less than $10 million of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holdersgross proceeds, and subject to (ii) the limitations of this Section 2.1, use its reasonable best efforts to effectCompany or Newco, as soon as practicableapplicable, the registration under the Securities Act may defer such Demand Registration for a single period not to exceed ninety (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and 90) days during any one-year period if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely furnishes to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Demanding Holders a certificate signed by the Company’s Chief Executive Officer stating that the Board or the board of directors of Newco, as applicable, determined in the exercise of its reasonable judgment that to effect such Demand Registration at such time would have a material adverse effect on the Company stating that in the good faith judgment of the Boardor Newco, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) as applicable, because such action would (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, significant acquisition, corporate reorganization or merger reorganization, or other material similar transaction or event involving the Company or any of its subsidiaries or Company; (ii) require premature disclosure of material information that the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests a bona fide business purpose for preserving as confidential; or (in either case, a “Valid Business Reason”), then (xiii) render the Company may postpone filing a registration statement relating unable to a Demand Registration Request comply with requirements under the Securities Act or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereofExchange Act; provided, however, that the Company shall not defer register any securities for its obligation own account or that of any other Member during such up to ninety (90) day period other than an Excluded Registration. Within ten (10) days after receipt of the request for a Demand Registration, the Company or Newco, as applicable, will send written notice (the “Demand Registration Notice”) of such registration request and its intention to comply therewith to all Members who hold Registrable Securities and, subject to subsection (c) below, the Company or Newco, as applicable, will include in such registration all the Registrable Securities with respect to which the Company or Newco, as applicable, has received written requests for inclusion therein within twenty (20) Business Days after the date such Demand Registration Notice is given. All requests made pursuant to this manner subsection (a) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereof. Upon receipt of a Demand Registration, the Company or Newco, as applicable, shall use its commercially reasonable efforts to effect registration of the Registrable Securities to be registered in accordance with the intended method of distribution specified in writing by the Demanding Holder as soon as practicable, and in any event within forty-five (45) days after the Demand Registration is given by the Demanding Holder(s), and to maintain the effectiveness of such registration for a period of one-hundred and twenty (120) days. If available, the Company or Newco, as applicable, will effect such registration on Form S-3 or an equivalent form and, if requested by the Demanding Holder, such registration will be a “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 or any similar rule that may be adopted by the SEC, in either which event the Company or Newco, as applicable, shall use its commercially reasonable efforts to maintain the effectiveness of such registration for a period of one-hundred eighty (180) days; provided, however, that the Company or Newco, as applicable, shall not effect a registration on Form S-3 or an equivalent form if the managing underwriter or underwriters determine that using a different registration form is in the best interests of the Company, Newco and/or the Demanding Holder and other holders. (b) Each of the Shamrock Members shall be entitled to unlimited Demand Registrations, and each of the Non-Shamrock Members shall be entitled (whether individually or as a member of a group) to not more than 90 days one (1) Demand Registration in any 12 month period; or. (vc) If in any particular jurisdiction in which Demand Registration the Company would be required to qualify to do business managing underwriter or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, other than pursuant to a registration statement on Form S-4 or S-8 underwriters thereof (or an equivalent registration form then in effect). Each Holder the case 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 (iv) of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court)not being underwritten, the Company shall not be considered to have effected Demanding Holder after consultation with an effective registration for the purposes investment banker of this Agreement until nationally recognized standing) advise 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 statementNewco, the Company shall, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), 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 Section 2.1 (unless the Initiating Holders shall have withdrawn such requestas applicable, in which case writing that in its or their reasonable opinion the Company shall not be 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 this Section 2.1(a). (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 pursuant to Section 2.2 (which request shall specify the maximum number of Registrable Securities intended proposed to be disposed of by sold in such Participating Holder) within ten Business Days after Demand Registration exceeds the receipt number that can be sold in such offering without having a material adverse effect on the success of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act offering (including, without limitation, by means of a shelf registration pursuant to Rule 415 under an impact on the Securities Act if so requested and if selling price), the Company is then eligible to use or Newco, as applicable, will include in such registration only the number of Registrable Securities that, in the reasonable opinion of such underwriter or underwriters (or the Demanding Holder, as the case may be) can be sold without having a registration) material adverse effect on the success of the offering, and the number of Registrable Securities which included in the underwritten offering shall be allocated among the holders of Registrable Securities requesting to include Registrable Securities in such offering pro rata among all such holders on the basis of the relative percentage of Registrable Securities held by each of them. In the event that the managing underwriter or Demanding Holder determines that additional Registrable Securities may be sold in any Demand Registration without having a material adverse effect on the success of the offering, the Company has been so requested or Newco, as applicable, may include comparable securities to register, for distribution in accordance with such intended method of distribution be issued and (y) if requested sold by the Majority Participating HoldersCompany or Newco, obtain acceleration of the effective date of the registration statement relating to such registration. (c) In connection with any Demand Registrationas applicable, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each or comparable securities held by other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheldPersons. (d) If so requested by the Initiating Holder(s)a Demand Registration is to be an underwritten offering, the Company (together with all Holders proposing holders of a majority of the Registrable Securities to distribute their securities through be included in such underwriting) shall enter into an underwriting agreement in customary form with the Demand Registration will select a managing underwriter or underwriters selected for such underwriting by of recognized national standing to administer the offering, which managing underwriter or underwriters shall be reasonably acceptable to the Company in its sole discretionor Newco, as applicable. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If 2.1. At any time, and from time to time, after Wendy's shall have filed with the Company shall receive from any Holder or group of Holders holding SEC financial statements including at least 50% 30 days of combined operating results of Wendy's and Newco, upon written request of Shareholder or his legal representatives, Wendy's shall use its best efforts to file with the Registrable Securities, SEC as promptly as practicable (and in either case at any time beginning 180 event within 90 days after the closing of the IPO, a written request that the Company file receiving such request) a registration statement with respect to under the 1933 Act covering the Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of included in such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holdersrequest, and subject to the limitations of this Section 2.1, Wendy's shall use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereofeffective as expeditiously as practicable; provided, however, that if Wendy's, in its sole good faith judgment, determines that filing or maintaining the Company effectiveness of a registration statement covering Registrable Securities (or any disclosure which may be reasonably required to be contained therein) is reasonably likely to materially interfere with any financing, acquisition, corporate reorganization, merger or other transaction, or require premature disclosure of any material circumstance, relating to Wendy's, Wendy's may postpone such filing or terminate the effectiveness thereof for a period not to exceed 135 days. Wendy's shall not defer its obligation in this manner for be obligated (i) to file more than 90 days in any 12 month period; or eight registration statements pursuant to this Section 2, (vii) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of file more than one registration statement (including any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, filed by Wendy's other than pursuant to this Section 2) during any consecutive 180-day period, or (iii) to file a registration statement on Form S-4 or S-8 (or an equivalent registration form then in effect). Each Holder of covering 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 (iv) of this Section 2.1(a), 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 in an amount representing less than permanent file copies, then in such Holder’s possession 7.5% of the prospectus covering such Registrable Securities that was in effect at the time total number of receipt of such notice. If the Company shall have withdrawn or prematurely terminated a registration statement filed pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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 Wendy's Common Shares which are exchangeable for the purposes total number of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered Newco Exchangeable Shares purchased 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration Shareholder under the Securities Act of Purchase Agreement (as adjusted to give effect to any subsequent changes in the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(aWendy's Common Shares). (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 2.2. Any request to the Company for inclusion in such registration by Shareholder or his legal representatives pursuant to this Section 2.2 2 shall (which request shall specify the maximum 1) express Shareholder's present intent to offer a specified number of Registrable Securities intended to be disposed of by such Participating Holderfor distribution; (2) within ten Business Days after describe in reasonable detail the receipt nature or method of the Demand Exercise Notice. proposed offer and sale thereof; and (ii3) The Company shall, contain an undertaking to furnish all such information and materials and take all such action as expeditiously as possible, but subject may be required in order to the limitations set forth in this Section 2.1, use its reasonable best efforts permit Wendy's to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) comply with all applicable requirements of the Registrable Securities which the Company has been so requested SEC, 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 and to such registrationcomply with all reasonable requests of the underwriters, if any. (c) In connection with 2.3. Shareholder agrees that, prior to any Demand Registrationsale of its Registrable Securities pursuant to a registration statement, he will have exchanged Newco Exchangeable Shares for Wendy's Common Shares in an amount necessary to effect such sale. 2.4. If an offering pursuant to this Section 2 shall be effected through underwriters, the Majority Participating Holders managing underwriters therefor shall have be jointly selected by Wendy's and Shareholder. Such underwriters shall agree to be bound by the right to designate the lead managing underwriter (any lead managing underwriter for the purposes provisions of this Agreement, the “Manager”Section 5.6(b) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, Share Exchange Agreement. 2.5. Wendy's shall not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing required to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of effect a shelf registration pursuant to Rule 415 thereunderthis Section 2 if at the time Wendy's receives Shareholder's request to effect a registration, shall give the Company two days’ prior notice of Wendy's is not eligible to use Form S-3 or any such salesuccessor form thereto.

Demand Registrations. (a) If Subject to the Company shall receive from any Holder or group provisions of Holders holding at least 50% of the Registrable SecuritiesSection 6.07, in either case if, at any time beginning 180 following the expiration of the Lock-Up Period or, upon the Investor becoming entitled to make Transfers in accordance with Section 3.02(a)(iv), while there still remain Registrable Securities outstanding, the Company is no longer eligible to use a Shelf Registration Statement, then within forty-five (45) days after the closing of the IPO, a Investor’s written request that to register the Company file resale of a registration statement with respect to specified number of Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (includingwhich, without limitationupon the Investor becoming entitled to make Transfers in accordance with Section 3.02(a)(iv), by means shall not be in excess of a shelf registration the number of Registrable Securities which would permit the Investor to fully satisfy the amount of aggregate Losses the Sellers are obligated to pay to the Buyer Indemnified Persons in excess of the Cash Purchase Price paid to the Sellers pursuant to Rule 415 thereunder if so requested and if the Purchase Agreement) (a “Demand Notice”), the Company will file a Registration Statement, on an appropriate form which the Company is then eligible to use use, to register the resale of such Registrable Securities, which Registration Statement will (if specified in the Demand Notice) contemplate the ability of the Investor to effect an Underwritten Offering in accordance with Section 6.01(b) (each such registration, a registration) of all Registrable Securities “Demand Registration”); provided that the Holders Investor shall not be entitled to request to be registered. There is no limitation on the number of more than three (3) Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. HoweverRegistrations; and provided, further, that the Company shall not be obligated to take any action to effect any Demand Registration: Registration within one hundred and eighty (i180) within three months after a Demand Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date ofof any other Registration Statement. Each Demand Notice shall specify the number of Registrable Securities proposed to be offered for sale, a Company-initiated registration (other than a registration relating solely to the sale intended method of securities to employees distribution thereof and the estimated gross proceeds of the Company pursuant to a stock optionsuch Demand Registration, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or which may not be less than $25,000,000; (iv) 50.0 million, or, if less, all of the Company shall furnish to such Holders a certificate signed Registrable Securities held by the Chief Executive Officer of Investor. Subject to Section 6.06, the Company stating that in Investor may change the good faith judgment of the Board, any registration number of Registrable Securities should not proposed to be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere offered pursuant to any Demand Registration at any time prior to the Registration Statement with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving respect to the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined Demand Registration being declared effective by the Board to SEC, so long as such change would not be in reduce the Company’s best interests (in either case, a “Valid Business Reason”), then (x) estimated gross proceeds of the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days to less than $50.0 million. As soon as reasonably practicable after receiving such Valid Business Reason no longer existsDemand Notice, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice of such Demand Notice to the Participating Holders all other holders of its determination Common Stock who may have registration rights with respect to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponementtheir Common Stock and, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required subject to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a)6.06, the Company shall not, during the period include as part of postponement, withdrawal or suspension, register any Company Shares, such Demand Registration all other than pursuant shares of Common Stock with respect 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 which the Company has determined received written requests (which requests shall specify the aggregate number of shares of Common Stock requested to withdraw any registration statement pursuant to clause be registered) for inclusion therein within five (iv5) Business Days after receipt of this Section 2.1(a), 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 expensenotice by such holders. (b) 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 A Demand Registration shall not be deemed to have withdrawn or prematurely terminated a registration statement filed pursuant to been effected and shall not count as a Demand Registration utilized for purposes of the limits set forth in the proviso of the first sentence of Section 6.02(a) (whether i) unless a Registration Statement with respect thereto has become effective and has remained effective for a period of at least one hundred and eighty (180) days or such shorter period in which all Registrable Securities included in such Demand Registration have actually been sold thereunder (provided that such period shall be extended for a period of time equal to the period the Investor refrains from selling any securities included in such Registration Statement at the request of the Company or the lead managing underwriter pursuant to clause (iv) the provisions of this Section 2.1(aAgreement) or as a result of (ii) if, after it has become effective, such Demand Registration becomes subject, prior to one hundred and eighty (180) days after effectiveness, to any stop order, injunction or other order or requirement of the SEC or any other governmental agency authority such that no sales are possible thereunder for a period of ten (10) consecutive days or court), the Company shall not be considered to have effected an effective registration for the purposes more (other than by reason of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered any act or omission 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawalInvestor), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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. (c) In connection with any the event that a Demand RegistrationRegistration involves an Underwritten Offering of Registrable Securities, the Majority Participating Holders shall have underwriters will be selected by the right Investor; provided that any such underwriter must be reasonably acceptable to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If Subject to the provisions of Section 5 in the event of assignment of this Agreement, if the Company shall receive from any Holder or group of Holders holding at least 50% of the Registrable Securities, in either case at any time beginning 180 days after the closing of the IPO, a written request from Security Holder requesting that the Company file a registration statement with respect Registration Statement relating to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”)Securities, then the Company shall, within five Business Days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, will as promptly as practicable prepare and subject to the limitations of this Section 2.1, file a Registration Statement and use its reasonable best efforts to effectcause the Registration Statement to become effective; subject, as soon as practicablehowever, to the registration under the Securities Act following provisions: (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if 1) the Company is then eligible shall be required to use such a registrationfile no more than an aggregate of two Registration Statements on behalf of Security Holder (or Permitted Transferee in the event of an assignment of this Agreement) of all Registrable Securities that the Holders request to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, Subsection A; (1) (2) the Company shall not be obligated to take any action to effect any Demand Registration: (i) within three months after to file a Demand requested Registration pursuant to this Section 2.1 that has been declared or ordered effective; (ii) during in the period starting with the date 15 days prior to its good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or to an SEC Rule 145 transaction), provided event that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration aggregate number of Registrable Securities should not to be made or continued (or sales under a shelf registration statement should be suspended) because (i) included in such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving requested Registration is less than 500,000 shares of the Company or any of its subsidiaries issued and outstanding Common Stock; or (ii) to prepare or file such Registration Statement or an amendment or supplement thereto, and may suspend sales, at any time when the Company is in possession reasonably determines (by action of material non-public information, the disclosure Company's Board of which has been determined Directors or an officer duly authorized by the Board of Directors to not be in make such decision) that the Company’s best interests (in either casefiling thereof at the time requested, or the offering of Registrable Securities pursuant thereto, would materially and adversely affect a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request pending or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by proposed offering of securities of the Company, an acquisition, merger, recapitalization, consolidation, reorganization or similar transaction relating to the Company may cause such registration statement or negotiations, discussions or pending proposals with respect thereto or require premature disclosure of information not otherwise required to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice disclosed to the Participating Holders of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and potential detriment of the fact that the Valid Business Reason for such postponement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereofCompany; provided, however, that such period of sale or distribution shall resume after any such suspension for a number of days necessary to keep such Registration effective for permitted sales thereunder for a term of 90 days. The filing of a Registration Statement, or any amendment or supplement thereto, by the Company shall may not defer its obligation be deferred, and the sale and distribution of shares may not be suspended, in this manner each case pursuant to the foregoing provisions, for more than 90 60 days after the abandonment or consummation (or the completion of the distribution of securities in the case of a public offering) of any of the proposals or transactions described therein or, in any 12 month period; orevent, for more than 120 days during any one year; (v3) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), 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 Registration Statement filed pursuant to a Demand Registration (whether pursuant request of Security Holder shall first include all Registrable Securities requested to clause (iv) of this Section 2.1(a) or as a result of any stop orderbe included by Security Holder and, injunction or other order or requirement only after such inclusion, may, include securities of the SEC or any other governmental agency or court)Company being sold for the account of the Company; provided, however, that securities to be offered on behalf of the Company shall not will be considered included in such Registration Statement only to have effected an effective registration for the purposes of this Agreement until extent that, in 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date reasonable opinion of the postponement or withdrawal), 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 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), and such registration shall not be withdrawn or postponed pursuant to clause (iv) of this Section 2.1(a). (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) 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. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes Public Offering of this AgreementRegistrable Securities on behalf of Security Holder, such inclusion will not materially adversely affect the “Manager”distribution of Registrable Securities on behalf of Security Holder; (4) in connection with such registration and each other managing the selection of an underwriter for such registration, in each case a Public Offering of Registrable Securities by Security Holder shall be subject to consent the approval of the Company, which shall not be unreasonably withheld.; (d5) If so for purposes of paragraph (1) of this Subsection A, if a requested Registration Statement is filed and the Company otherwise complies with its obligations hereunder, but the Registration Statement is withdrawn by Security Holder due to a delay in the offering requested by the Initiating Holder(s)Company for a period of more than 15 business days pursuant to paragraph (2) of this Subsection A, the Company then no requested Registration Statement shall be deemed to have been filed; and (together with all Holders proposing to distribute their securities through such underwriting6) no Other Holder (as defined below) shall enter into an underwriting agreement be entitled to include securities or piggyback in customary form with the underwriter or underwriters selected for such underwriting any Registration demanded by the Company in its sole discretionSecurity Holder. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.

Demand Registrations. (a) If Merrimac shall receive, at any time beginning 90 days prior to the Company shall receive second anniversary of the date hereof, a written request from any Holder DCEO or group a permitted transferee under the Subscription Agreement to file a Registration Statement covering the registration of Holders holding at least the lesser of (i) 50% of the Registrable Securities, in either case Shares then outstanding or (ii) Registrable Shares having an anticipated aggregate public offering price of at any time beginning 180 days after the closing of the IPO, a written request that the Company file a registration statement with respect to Registrable Securities (a “Demand Registration Request,” and the registration so requested is referred to herein as a “Demand Registration,” and the sender(s) of such request pursuant to this Agreement shall be known as the “Initiating Holder(s)”)least $1.0 million, then the Company shallMerrimac shall use its commercially reasonable efforts to file as soon as practicable and to effect, within five Business Days 90 days of the receipt thereof, give written notice (the “Demand Exercise Notice”) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicablerequest, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that the Holders request Shares which DCEO requests to be registered. There is no limitation on the number of Demand Registrations pursuant to this Section 2.1 which the Company is obligated to effect. However, the Company Merrimac shall not be obligated to take register any action shares pursuant to effect this Section 2.1(a) after Merrimac has effected two Registration Statements pursuant to this Section 2.1(a) and such Registration Statements have been declared or ordered effective. Registration Statements effected pursuant to Section 2.1(b) shall not affect the two Registration Statements permitted under this Section 2.1(a). (b) In addition to the registration rights provided pursuant to Section 2.1(a), if Merrimac (i) shall receive, at any Demand Registrationtime beginning 90 days prior to the second anniversary of the date hereof, a written request from DCEO or a permitted transferee under the Subscription Agreement to file a Registration Statement on Form S-3 covering the registration of at least 50,000 shares of the Registrable Shares pursuant to a non-underwritten offering and (ii) is entitled, at the time the registration statement is requested, to use Form S-3 to register such shares, then Merrimac shall use its commercially reasonable efforts to file as soon as practicable and to effect, within 90 days of the receipt of such request, the registration under the Securities Act on Form S-3 of all Registrable Shares which DCEO requests to be registered. Merrimac shall not be obligated to register any Registrable Shares pursuant to this Section 2.1(b) on more than two occasions within any twelve-month period. Registration Statements effected pursuant to Section 2.1(a) shall not affect the Registration Statements permitted under this Section 2.1(b). (c) If DCEO intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise Merrimac as a part of its request made pursuant to Section 2.1(a) hereof. The underwriters will be selected by Merrimac and shall be reasonably acceptable to DCEO. In such an event, the right of DCEO to include the Registrable Shares in such Registration Statement shall be conditioned upon DCEO entering into an underwriting agreement, in customary form, with the underwriters. (d) Notwithstanding the foregoing, if Merrimac shall furnish to DCEO a certificate signed by the President of Merrimac stating that, in the good faith judgment of the Board of Directors of Merrimac, it would be seriously detrimental to Merrimac and its stockholders for such Registration Statement to be filed, Merrimac shall have the right to defer such filing for a period of not more than 60 days after receipt of the request for registration pursuant to Section 2.1(a) or (b) hereof; provided, however, that Merrimac may not utilize this Section 2.1(d) more than once in any twelve-month period. (e) Pursuant to the Other Registration Agreements, Merrimac shall offer to the Other Holders the right to participate in and include their securities in a Registration Statement required to be filed pursuant to Section 2.1(a) or (b) hereof. In the event that an underwriting is requested by DCEO pursuant to Section 2.1(c) hereof, the right of any Other Holders to include their securities in such Registration Statement shall be conditioned upon the inclusion of such Other Holders' securities in the underwriting and their entering into an underwriting agreement, in customary form, with the underwriters on substantially the same terms as DCEO's agreement with the underwriters. Notwithstanding any other provision of this Section 2.1, if the underwriters advise Merrimac in writing that marketing factors require a limitation of the number of securities to be underwritten, then Merrimac shall so advise DCEO and all Other Holders desiring to participate in such offering. The amount of securities that may be included in the underwriting shall be allocated, first, to all of the Shares requested to be registered by DCEO and, second, if the underwriters approve, and there is sufficient space left in the underwriting, among all Other Holders requesting participation in such offering, in accordance with the provisions of the Other Registration Agreements or, if no such provisions are applicable, pro rata, based on the number of shares requested to be included therein by the Other Holders. Any Registrable Shares excluded from such underwriting shall be withdrawn from the Registration Statement. (f) Merrimac shall not be obligated to file a Registration Statement pursuant to this Section 2.1: (i) within three months after if Merrimac has effected a Demand Registration registration pursuant to this Section 2.1 that has been declared or ordered effective;an Other Registration Agreement within the 90-day period preceding such request, during the period of 90 days after the effective date of such registration; or (ii) during the period starting with the date 15 no more than 30 days prior to its Merrimac's good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a Company-initiated registration (other than a registration relating solely to the sale of securities to employees of the Company Registration Statement pursuant to a stock optionSection 2.2 hereof in which Merrimac is registering securities for sale by it; provided, stock purchase or similar plan or to an SEC Rule 145 transaction), provided that the Company (1) Merrimac is actively employing in good faith all reasonable efforts to cause such registration statement Registration Statement to become effective;effective and (2) Merrimac has notified DuPont of its good faith estimate of such period before or promptly after its commencement. (iiig) where the anticipated offering price, before any underwriting discounts or commissions and any offering-related expenses, is equal to or less than $25,000,000; (iv) if the Company shall furnish to such Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, any registration of Registrable Securities should not be made or continued (or sales under a shelf registration statement should be suspended) because (i) such registration (or continued sales under a shelf registration statement) would materially interfere with a material financing, acquisition, corporate reorganization or merger or other material transaction or event involving the Company or any of its subsidiaries or (ii) the Company is in possession of material non-public information, the disclosure of which has been determined by the Board to not be in the Company’s best interests (in either case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request or suspend sales under an existing shelf registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after 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 Valid Business Reason has not resulted from actions taken by the Company, the Company may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five Business Days after such Valid Business Reason no longer exists, but in no event for more than 90 days after the date the Board determines a Valid Business Reason exists; and the Company shall give written notice Notwithstanding anything to the Participating Holders contrary contained in any other provision of its determination to postpone or withdraw a registration statement or suspend sales under a shelf registration statement and of the fact that the Valid Business Reason for such postponementthis Agreement, withdrawal or suspension no longer exists, in each case, promptly after the occurrence thereof; provided, however, that the Company Merrimac shall not defer its obligation in this manner for more than 90 days in any 12 month period; or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute effect a general consent to service of process in effecting such registration, qualification or compliance. If the Company shall give any notice of postponement, withdrawal or suspension of any registration statement pursuant to clause (iv) of this Section 2.1(a), the Company shall not, during the period of postponement, withdrawal or suspension, register any Company Shares, 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 (iv) of this Section 2.1(a), 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 pursuant to a Demand Registration (whether pursuant to clause (iv) of this Section 2.1(a) 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, not later than five Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 90 days after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn an offering on a delayed or postponed registration statement in accordance with 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), and such registration shall not be withdrawn or postponed continuous basis pursuant to clause Rule 415 (ivor any successor provision then in force) of this Section 2.1(a). (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 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 ten Business Days after the receipt of the Demand Exercise Notice. (ii) The Company shall, as expeditiously as possible, but subject to the limitations set forth in this Section 2.1, use its reasonable best efforts to (x) effect such registration under the Securities Act (including, without limitation, by means a "Shelf Registration") or maintain the effectiveness of a shelf registration pursuant Registration Statement to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such effect a registration) 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 registrationShelf Registration. (c) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with such registration and each other managing underwriter for such registration, in each case subject to consent of the Company, not be unreasonably withheld. (d) If so requested by the Initiating Holder(s), the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company in its sole discretion. (e) Any Holder that intends to sell Registrable Securities by means of a shelf registration pursuant to Rule 415 thereunder, shall give the Company two days’ prior notice of any such sale.