Common use of Request for Demand Registration Clause in Contracts

Request for Demand Registration. (i) Subject to Section 4.4, any Investor Party shall have the right, for itself or together with one or more other Investor Parties, to make a written request from time-to-time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Investor Party (a “Demand Registration”). (ii) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registered, (y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (ia) Subject to Section 4.4Following the Effective Date, any the PG Investor Party shall have the right, for itself or together with one or more other Investor Parties, right to make a written request from time-to-time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by the PG Investor. Any such Investor Party (Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration”).” Each such demand shall be required to be in respect of at least $50 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the participating Holders, in which case such demand may only be made in respect of all Registrable Securities held by such Holders; provided that a Demand Registration shall not be counted for purposes of the limitation set forth in Section 3.1.1(d) or Section 3.2.5(c) unless and until the Demand Registration has become effective and the PG Investor registers and sells at least 75% of the Registrable Securities requested to be included in such Registration. (iib) Each Demand Registration Request shall specify (xi) the aggregate amount of Registrable Securities proposed to be registered, registered and (yii) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”)thereof. (iiic) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to as promptly as practicable file a Registration Statement on Form F-3(a “Demand Registration Statement”) relating to such Demand Registration, the Company shall promptly file with the Commission a Shelf and use its commercially reasonable efforts to cause such Demand Registration Statement on Form F-3 pursuant to Rule 415 be promptly declared effective under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this AgreementAct. (vd) If the The Company shall not be obligated to take any action to effect any Demand Registration Request is for if a Demand Registration was declared effective or an Underwritten Shelf Registration and Takedown was consummated within the current fiscal quarter of the Company is not eligible (unless otherwise consented to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as by the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date Directors of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registeredCompany).

Request for Demand Registration. (ia) Subject to Section 4.4, any Investor Party shall have A Majority of Designated Holders (the right, for itself or together with one or more other Investor Parties, to "Initiating Holders") may each make a written request from time-to-time (a “Demand Registration Request”) to the Company for to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a "Demand Registration"), the number of all or part Registrable Securities stated in such request; provided, however, that (1) the Company shall not be obligated to effect more than two (2) such Demand Registrations and (2) the Company shall not be obligated to proceed with a Demand Registration at any time prior to October 1, 2002. For purposes of the Registrable Securities held by such Investor Party (a “preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration”); provided, however, that, except as otherwise provided herein, any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration with respect to such Initiating Holder unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement, in which case such Demand Registration shall not be so counted. (iib) Each Notwithstanding anything to the contrary contained herein, no Demand Registration Request shall specify need be effected by the Company within (1) six (6) months after the effectiveness of any Registration Statement pursuant to a Demand Registration hereunder or (2) within (x) six (6) months after the aggregate amount effectiveness of any Registration Statement pursuant to a "demand registration" under the Existing Registration Rights Agreement or the Second Rights Agreement, in each case to the extent such demand registrations are provided for on the date of the Purchase Agreement or under any other existing or future Common Stock registration rights agreements granted in favor of the New Private Equity Holders or any Registration Statement for any Company Offering, if such demand registration becomes effective on or prior to the second anniversary of the date hereof, or (y) 90 days after the effectiveness of any such Registration Statement referred to in the preceding clause (x) , if such demand registration becomes effective after the second anniversary of the date hereof. The Company shall not be obliged to include more than (1) 10 million shares in a Registration Statement declared effective on or prior to the second anniversary of the date hereof or (2) 20 million shares in the case of a Registration Statement declared effective after the second anniversary of the date hereof but on or prior to the fourth anniversary of the date hereof (in each case, as such numbers are equitably adjusted for stock splits, stock combinations and similar events occurring after the date hereof) of Common Stock in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement, the Existing Registration Rights Agreement, the Second Rights Agreement or any other existing or future Common Stock registration rights agreements granted in favor of the New Private Equity Holders. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any financing, acquisition, corporate reorganization or merger or other transaction involving the Company or any of its Subsidiaries which is material to the Company (a "Valid Business Reason"), the Company may (x) postpone filing a Registration Statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than 105 days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement. For the purposes of certainty, the parties acknowledge that in the event a Registration Statement is so withdrawn, it shall not count as having been a Demand Registration for purposes of the limit on the number of Demand Registrations set forth above. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 for more than 105 days once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the number of the Registrable Securities proposed to be registered, (y) sold and the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”)thereof. (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (ia) Subject to Section 4.4Following the Effective Date, any the TPG Investor Party shall have the right, for itself or together with one or more other Investor Parties, right to make a written request from time-to-time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by the TPG Investor. Any such Investor Party (Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration”).” Each such demand shall be required to be in respect of at least $100 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise) unless a lesser amount is then held by the participating Holders, in which case such demand may only be made in respect of all Registrable Securities held by such Holders; provided that a Demand Registration shall not be counted for purposes of the limitation set forth in Section 3.1.2 or Section 3.2.5(c) unless and until the Demand Registration has become effective and the TPG Investor registers and sells at least 75% of the Registrable Securities requested to be included in such Registration. (iib) Each Demand Registration Request shall specify (xi) the aggregate amount of Registrable Securities proposed to be registered, registered and (yii) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”)thereof. (iiic) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to as promptly as practicable file a Registration Statement on Form F-3(a “Demand Registration Statement”) relating to such Demand Registration, the Company shall promptly file with the Commission a Shelf and use its commercially reasonable efforts to cause such Demand Registration Statement on Form F-3 pursuant to Rule 415 be promptly declared effective under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this AgreementAct. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject Following the occurrence of the IPO, subject to Section 4.43.4, any Investor Party the Principal Stockholder shall have the right, for itself or together with one or more other Investor Parties, right to make a written request from time-to-time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Investor Party the Principal Stockholder (a “Demand Registration”). (ii) Each Demand Registration Request shall specify (xw) the aggregate amount of Registrable Securities proposed to be registered, (yx) the intended method or methods of disposition thereof and (zy) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3S-3, the Company shall promptly file with the Commission SEC a Shelf shelf Registration Statement on Form F-3 S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time to time in accordance with the intended methods of distribution elected by such Investor Partiesdistribution, subject to all applicable provisions of this Agreement. (viv) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3S-3, the Company shall promptly file with the Commission SEC a Shelf Registration Statement on Form F-1 S-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time to time in accordance with the intended methods of distribution elected by such Investor Partiesdistribution. (viv) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Partiesbeneficial holders; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (ia) Subject to Section 4.4Following the Effective Date, any Investor Party each of the Principal Investors shall have the right, for itself or together with one or more other Investor Parties, right to make a written request from time-to-time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Investor Party (Principal Investor. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration”.” Subject to Section 3.2.8, each of the Principal Investors shall be limited to no more than two Demand Registration Requests on Form S-1 or any similar long-form registration statement (provided that delivery of a written notice pursuant to Section 3.1.3 shall not constitute a Demand Registration Request), and each such demand shall be required to be in respect of at least $50 million in anticipated aggregate net proceeds from all shares sold pursuant to such registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.1.3 or otherwise); provided, that a Demand Registration shall not be counted for purposes of the number of Demand Registration Requests made by the Demanding Holder that had submitted such Demand Registration Request unless and until the Demand Registration has become effective and the Demanding Holders are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration. (iib) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registered, and (y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”)thereof. (iiic) Upon receipt of a the Demand Registration Request, the Company shall prepare and as promptly as reasonably practicable file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions (a “Demand Registration Statement”), as specified in the Demand Registration Request in accordance with for such Demand Registration, relating to such Demand Registration. The Company shall use its reasonable best efforts to cause such Demand Registration Statement to be declared effective under the intended timing and method or methods Securities Act within 60 days after receipt of distribution thereof specified in the Demand Registration Request. (iv) If ; provided that in the event that the SEC notifies the Company that it will not review a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3Statement, the Company shall promptly file with the Commission a Shelf cause such Demand Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by become effective no later than five Business Days after receiving such Investor Parties, subject to all applicable provisions of this Agreementnotification. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (ia) Subject to Section 4.4At any time after the date of this Agreement, any Investor Party shall have the right, for itself or together with one or more other Investor Parties, to a Stockholder may make a written request from time-to-time to the Issuer to register, and the Issuer shall register, on the appropriate form, under the Securities Act, the number of Registrable Securities stated in such request (a “"Demand Registration"); provided, however, that the Issuer shall not be obligated to effect (i) more than one such Demand Registration Request”in any period of 270 days, (ii) more than five such Demand Registrations in addition to the Company Initial Demand Registration, if any, (iii) any Demand Registration with respect to a sale of Registrable Securities for aggregate consideration (based on the Market Price of such Registrable Securities on the date of such written request for Demand Registration) for all Stockholders of less than $250,000,000 (unless such request is with respect to all remaining Registrable Securities beneficially owned by the Stockholders making such request) or (iv) any Demand Registration of all or part at any time that the Covered Transaction Proceeds exceeds the Covered Transaction Proceeds Limit. For purposes of the Registrable Securities held by such Investor Party (a “preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration”). (iib) Each request for a Demand Registration Request by Stockholders shall specify (x) identify the aggregate Stockholders making such request and the amount of the Registrable Securities proposed to be registered, (y) sold by each and the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”)thereof. (iiic) On up to two occasions during the term of this Agreement, the Majority Stockholders may revoke any Demand Registration prior to the effective date of the Registration Statement relating to such Demand Registration, and, if the Stockholders have promptly reimbursed the Issuer for all Registration Expenses arising from, in connection with or relating to, such revoked Demand Registration, such revoked Demand Registration shall not count as a Demand Registration for purposes of Section 4.1(a). Upon receipt the revocation of a Demand Registration RequestRegistration, the Company Issuer shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then be permitted to use pursuant to Rule 415 under withdraw the Securities Act (or such other related Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor PartiesStatement. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject to Section 4.4Following the first anniversary of the Closing date of the IPO, any Investor Party Qualified Holder shall have the right, for itself or together with one or more other Investor PartiesQualified Holders, to make a written request from time-to-time to time (a “Demand Registration Request”) to the Company Corporation for Registration of all or part of the Registrable Securities held by such Investor Party that Qualified Holder (a “Demand Registration”). (ii) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registered, (y) the intended method or methods of disposition thereof thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company Corporation is eligible to file a Registration Statement on Form F-3S-3, the Company Corporation shall promptly file with the Commission SEC a Shelf Registration Statement on Form F-3 S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties Holders from time-to-time to time in accordance with the methods of distribution elected by such Investor Partiesthe Qualified Holders Beneficially Owning a majority of Registrable Securities participating in the Registration, subject to all applicable provisions of this Agreement. (viv) If the Demand Registration Request is for a Shelf Registration and the Company Corporation is not eligible to file a Registration Statement on Form F-3S-3, the Company Corporation shall promptly file with the Commission SEC a Shelf Registration Statement on Form F-1 S-1 or any other form that the Company Corporation is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties Holders from time-to-time to time in accordance with the methods of distribution elected by such Investor Partiesthe Qualified Holders Beneficially Owning a majority of Registrable Securities participating in the Registration. (viv) If on the date of the Shelf Registration Request the Company Corporation is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if Holders. If on the date of the Shelf Registration Request the Company Corporation is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject to Section 4.46(a), at any Investor Party time from and after the Initial Demand Registration Date, each of the Centerbridge Parties, the ▇▇▇▇▇▇▇ Parties and the Blackstone Parties shall have the right, for itself or together with one or more other Investor Parties, right to make a written request from time-to-time to the Company (each requesting Holder, a “Demand Registration RequestInitiating Holder”) to register, and the Company for Registration shall register in accordance with the terms of all or part this Agreement, the sale of the number of Registrable Securities held by stated in such Investor Party request under the Securities Act on Form S-1 or any similar long-form registration (a “Demand Registration”). ; provided, however, that the Company shall not be obligated to effect: (i) more than two Demand Registrations in the case of each of the Centerbridge Holders, the ▇▇▇▇▇▇▇ Holders and the Blackstone Holders, (ii) Each a Demand Registration Request shall specify (x) if the aggregate offering price of the Registrable Securities to be sold in such offering (including piggyback shares and before deduction of any underwriting discounts or commissions) is not reasonably expected to be at least $200 million, or (iii) during the pendency of an MNPI Reason Suspension Period or a Valid Business Reason Suspension Period. For purposes of the preceding sentence, two or more Registration Statements filed in response to one request for a Demand Registration shall be counted as one Demand Registration. Each request for a Demand Registration by the Demand Initiating Holders shall state the amount of the Registrable Securities proposed to be registered, (y) sold and the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Requestthereof. In addition, the Company shall prepare and file with not be obligated to effect any Demand Registration within 180 days after the Commission effective date of a previous Demand Registration Statement registering or other previous registration in which the offer and sale of the number and type Holders of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible were given piggyback rights pursuant to file a Registration Statement on Form F-3Section 3(d). In addition, the Company shall promptly file not be obligated to effect any Demand Registration (or any registration effected pursuant to Section 3(b) or Section 5(a)) during the period starting with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating date that is 60 days prior to the offer Company’s board of directors’ good faith estimate of the date of filing of, and sale of Registrable Securities by ending on the initiating Investor Parties from timedate that is 90 days after the effective date of, a Company-to-time in accordance with the methods of distribution elected by such Investor Partiesinitiated registration statement, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form provided that the Company is then permitted actively employing in good faith reasonable best efforts to use pursuant cause such registration to Rule 415 under become effective and the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance Company has complied with the methods requirements of distribution elected by such Investor PartiesSection 4. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject to Section 4.46(a), at any Investor Party time from and after the Initial Demand Registration Date, each of the Centerbridge Parties, the P▇▇▇▇▇▇ Parties and the Blackstone Parties shall have the right, for itself or together with one or more other Investor Parties, right to make a written request from time-to-time to the Company (each requesting Holder, a “Demand Registration RequestInitiating Holder”) to register, and the Company for Registration shall register in accordance with the terms of all or part this Agreement, the sale of the number of Registrable Securities held by stated in such Investor Party request under the Securities Act on Form S-1 or any similar long-form registration (a “Demand Registration”). ; provided, however, that the Company shall not be obligated to effect: (i) more than two Demand Registrations in the case of each of the Centerbridge Holders, the P▇▇▇▇▇▇ Holders and the Blackstone Holders, (ii) Each a Demand Registration Request shall specify (x) if the aggregate offering price of the Registrable Securities to be sold in such offering (including piggyback shares and before deduction of any underwriting discounts or commissions) is not reasonably expected to be at least $200 million, or (iii) during the pendency of an MNPI Reason Suspension Period or a Valid Business Reason Suspension Period. For purposes of the preceding sentence, two or more Registration Statements filed in response to one request for a Demand Registration shall be counted as one Demand Registration. Each request for a Demand Registration by the Demand Initiating Holders shall state the amount of the Registrable Securities proposed to be registered, (y) sold and the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Requestthereof. In addition, the Company shall prepare and file with not be obligated to effect any Demand Registration within 180 days after the Commission effective date of a previous Demand Registration Statement registering or other previous registration in which the offer and sale of the number and type Holders of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible were given piggyback rights pursuant to file a Registration Statement on Form F-3Section 3(d). In addition, the Company shall promptly file not be obligated to effect any Demand Registration (or any registration effected pursuant to Section 3(b) or Section 5(a)) during the period starting with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating date that is 60 days prior to the offer Company’s board of directors’ good faith estimate of the date of filing of, and sale of Registrable Securities by ending on the initiating Investor Parties from timedate that is 90 days after the effective date of, a Company-to-time in accordance with the methods of distribution elected by such Investor Partiesinitiated registration statement, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form provided that the Company is then permitted actively employing in good faith reasonable best efforts to use pursuant cause such registration to Rule 415 under become effective and the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance Company has complied with the methods requirements of distribution elected by such Investor PartiesSection 4. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject to the provisions of subsection 2.1.7 and Section 4.42.3, at any time and from time to time on or after the Effective Date, if (a) the Shelf Registration Statement is not declared effective by the Commission on or prior to the date that is 180 days after the Effective Date or (b) at any time during the Shelf Registration Statement Effective Period, the Shelf Registration Statement is not available to the Holders (except for any unavailability resulting from information supplied by or on behalf of a Holder for use in the Shelf Registration Statement being incorrect or incomplete), any Investor Party shall have the right, for itself or together with one or more other Investor Parties, to Demand Right Holder may make a written request from time-to-time (a “Demand Registration Request”) to the Company demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the Registrable Securities held by amount and type of securities to be included in such Investor Party Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). (ii) Each . Any such Demand Registration Request may (but shall specify not be required to be), at the election of the Demanding Holder, be a shelf registration pursuant to Rule 415 (x) or any successor rule promulgated thereafter by the aggregate amount Commission). The Company shall, within 10 days of the Company’s receipt of the Demand Registration, notify, in writing, all other Demand Right Holders of Registrable Securities proposed of such demand, and each such Holder who thereafter wishes to be registered, (y) the intended method include all or methods a portion of disposition thereof and (z) whether such Holder’s Registrable Securities in a Registration pursuant to the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (each such Holder, a “Shelf Demand Registration RequestRequesting Holder”). (iii) shall so notify the Company, in writing, within five days after the receipt by such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Demand Registration RequestRequesting Holder to the Company, the Company such Holder shall prepare be entitled, subject to subsection 2.1.7 and file with the Commission Section 2.3 hereof, to have their Registrable Securities included in a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If pursuant to a Demand Registration Request is for a Shelf Registration, and the Company is eligible to shall file a Registration Statement on Form F-3, relating thereto within 30 days after receipt by the Company of the Demand Registration and shall promptly file with the Commission a Shelf cause such Registration Statement on Form F-3 to become effective as soon thereafter as reasonably practicable, providing for the Registration of all Registrable Securities requested by the Demanding Holders and Demand Registration Requesting Holders pursuant to Rule 415 under such Demand Registration. The number of Registrations pursuant to a Demand Registration that the Securities Act relating Demand Right Holders may initiate pursuant to the offer first sentence of this subsection 2.1.4 shall be limited, (i) in the case of JFL, to a total of eight (8) (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by JFL pursuant to subsection 2.1.3) and, (ii) in the case of each of the PIPE Demanding Holders or the Pre-IPO Demanding Holders, to one (1) per each of the PIPE Demanding Holders or Pre-IPO Demanding Holder (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by any such Demand Right Holders pursuant to subsection 2.1.3); provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and sale all of the Registrable Securities requested by the initiating Investor Parties from time-to-time Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions Section 3.1 of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject to Section 4.4(x) Any of the Greenspring Qualified Holders, following the first anniversary of the closing date of the Greenspring Transaction Agreement, and (y) any Investor Party Qualified Holder, other than the Greenspring Qualified Holders, following the first anniversary of the closing date of the IPO, shall have the right, for itself or together with one or more other Investor PartiesHolders, to make a written request from time-to-time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Investor Party that Qualified Holder (a “Demand Registration”); provided that, unless approved by the Board of Directors in its sole discretion, any Person who is a Qualified Holder solely by virtue of clause (f) of the definition of Qualified Holder may not make demand for an Underwritten Offering pursuant to either this Section 3.1(a) or Section 3.2 below. (ii) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registered, (y) the intended method or methods of disposition thereof thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3S-3, the Company shall promptly file with the Commission SEC a Shelf shelf Registration Statement on Form F-3 S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties Qualified Holders from time-to-time to time in accordance with the methods of distribution elected by such Investor PartiesQualified Holders, subject to all applicable provisions of this Agreement. (viv) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3S-3, the Company shall promptly file with the Commission SEC a Shelf Registration Statement on Form F-1 S-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties Qualified Holders from time-to-time to time in accordance with the methods of distribution elected by such Investor PartiesQualified Holders. (viv) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor PartiesHolders; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. At any time following the Closing Date (iA) Subject to Section 4.4Polaris on behalf of the Polaris Holders (in such capacity, any Investor Party the “Polaris Requesting Holder”), and (B) Meteor on behalf of the Meteor Holders (in such capacity the “Meteor Requesting Holder”, and together with the Polaris Requesting Holder, the “Requesting Holders”) shall have the right, for itself or together with one or more other Investor Parties, right to make a written request from time-to-time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Investor Party Holders (such Holders being deemed for purposes of this Article II to hold Registerable Securities issuable (or with the passage of time will be so issuable) upon exercise, conversion or exchange of any security that is exercisable for, convertible into or exchangeable for, as of any applicable date of determination, Registrable Securities without payment to the Company of any additional cash consideration, and including all Common Shares issuable (or that with the passage of time will be issuable) in exchange for the Exchangeable Units); provided, the Company shall not be required to effect more than two Demand Registration Requests initially delivered by the Polaris Requesting Holder or two Demand Registration Requests initially delivered by the Meteor Requesting Holder pursuant to this Section 2.1. Any such Registration pursuant to a Demand Registration Request or the Automatic Demand Registration (as defined below) shall hereinafter be referred to as a “Demand Registration”). (ii) ” Each Demand Registration Request shall specify (xA) the aggregate amount of Registrable Securities proposed held by applicable Holders to be registered, (yB) the intended method or methods of disposition thereof thereof, including whether it is intended to be an Underwritten Public Offering and (zC) whether the Demand jurisdiction(s) in which the Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) to take place. Upon receipt of a Demand Registration RequestRequest and, subject to Section 2.1(a)(ii), in connection with the Automatic Demand Registration, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. as promptly as practicable: (ivy) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3or Canadian Prospectus (a “Demand Registration Statement”) relating to such Demand Registration, the Company shall promptly file with the Commission a Shelf and use its reasonable best efforts to cause such Demand Registration Statement on Form F-3 pursuant to Rule 415 under be promptly filed, declared effective under, and obtain issuance receipts with respect to, as may be reasonably requested by any Holder whose securities are to be included in such sale under: (A) the Securities Act relating to and (B) the offer and sale of Registrable applicable Canadian Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. Authorities; and/or (vz) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission Canadian Preliminary Prospectus (a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act “Demand Canadian Preliminary Prospectus”) and a Canadian Prospectus (or such other Registration Statement as the Board may determine to be appropriatea “Demand Canadian Prospectus”) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance such Demand Registration, with the methods applicable Canadian Securities Authorities and use its reasonable best efforts to secure the issuance of distribution elected by such Investor Partiesa receipt therefor, including, if necessary or useful, in reliance upon the post-receipt pricing procedures under National Instrument 44-103 Post-Receipt Pricing. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject Following the Listing, subject to Section 4.43.4, any Investor Party Holder shall have the right, for itself or together with one or more other Investor PartiesHolders, to make a written request from time-to-time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Investor Party Holder (a “Demand Registration”). (ii) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registered, (y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission SEC a Registration Statement registering the offer offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission SEC a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties Holders from time-to-time to time in accordance with the methods of distribution elected by such Investor PartiesHolders, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission SEC a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties Holders from time-to-time to time in accordance with the methods of distribution elected by such Investor PartiesHolders. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor PartiesHolders; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject to Section 4.43(f) ------------------------------- below, at any Investor Party shall have time beginning six (6) months after the right, for itself or together with one or more other Investor Parties, to make a written request from time-to-time (a “Demand Registration Request”) closing of the purchase of the Shares by the Company pursuant to the Company for Registration of all or part Option Agreement the Holders holding at least 25% of the Registrable Securities held by all of the Holders (the "Initiating Holders") may request in writing the registration of Registrable ------------------ Securities under the Act, and under the securities or blue sky laws of any jurisdictions designated by such Investor Party holder or holders (a “registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a "Demand Registration”"). (ii) Each . Notwithstanding the foregoing, ------------------- in no event shall the Company be required to effect more than one Demand Registration. The request for a Demand Registration Request by the Initiating Holders in respect thereof shall specify (x) the aggregate amount of the Registrable Securities proposed to be registeredsold, (y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request jurisdictions in which registration is desired. Upon a request for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with take such steps as are necessary or appropriate to prepare for the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under registration of the Securities Act relating to the offer and sale of Registrable Securities by to be registered. Within fifteen (15) days after the initiating Investor Parties from time-to-time in accordance with the methods receipt of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3request, the Company shall promptly file with the Commission give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Shelf Registration Statement on Form F-1 or any other form that Holder from whom the Company is then permitted to use pursuant to Rule 415 under the Securities Act has received a written request for inclusion therein at least ten (or such other Registration Statement as the Board may determine to be appropriate10) relating days prior to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date filing of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall registration statement. Such request will also specify the aggregate amount number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by Stockholders other than the Holders; provided, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders exercising the Demand Registration rights.

Request for Demand Registration. (ia) Subject to Section 4.4At any time on or after the first Closing Date, any Investor Party if there is no effective Shelf Registration Statement covering all Registrable Securities, one or more of the Sea Trade Parties shall have the right, for itself or together with one or more other Investor Parties, right to make a written request from time-to-time (a “Demand Registration Request”) to the Company for Registration of any or all or part of the Registrable Securities held by them. Any such Investor Party (Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.”). (iib) Each A Demand Registration Request shall specify (x) the kind and aggregate amount of Registrable Securities proposed to be registered, and (y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”)thereof. (iiic) Upon Subject to Section 3.1.2, upon receipt of a Demand Registration Request, the Company shall prepare and as promptly as practicable file with the Commission a Registration Statement registering (a “Demand Registration Statement”) relating to such Demand Registration, and use its commercially reasonable efforts to cause such Demand Registration Statement to be promptly declared effective under the offer and sale Securities Act. Registrations under this Section 3.1 shall be on such appropriate registration form of the number and type of Registrable Securities on SEC (i) as shall be selected by the terms and conditions specified Sea Trade Parties for which registration was requested in the Demand Registration Request Request, and (ii) which shall be available for the sale of Registrable Securities in accordance with the intended timing and method or methods of distribution thereof disposition specified in the Demand Registration Request. (iv) If a Demand Registration Request is requests for a Shelf Registrationregistration; provided, and however, that if the Company is not then eligible to file a Registration Statement register such sale of the Registrable Securities on Form F-3, the Company such registration shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement be on Form F-1 or another appropriate form. The Company agrees to include in any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board all information that any selling Sea Trade Party may determine to be appropriate) relating to the offer and sale reasonably request upon advice of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Partiescounsel. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject Following the Listing, subject to Section 4.4, any Investor Party shall have the right, for itself or together with one or more other Investor Parties, to make a written request from time-to-time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Investor Party (a “Demand Registration”). (ii) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registered, (y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. At any time during the eighteen ------------------------------- (i18) Subject month period commencing six (6) months from the initial Close, subject to extension as provided in Section 4.47.5 hereof, any Investor Party shall have the right, for itself or together with one or Holders holding more other Investor Parties, to than 50% of the Registrable Securities then held by all of the Holders may make a written request from time-to-time for registration (such Designated Holders making such request being deemed to be "Initiating Holders") of Registrable Securities under the 1933 Act, and under the securities or blue sky laws of any jurisdiction reasonably designated by such holder or holders (a “"Demand Registration"); provided, VGT will not be required to effect more than two (2) Demand Registrations at the request of the Holders pursuant to this Section 7.3. Such request for a Demand Registration Request”) to shall specify the Company for Registration of all or part amount of the Registrable Securities held by such Investor Party (a “Demand Registration”). (ii) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registeredsold, (y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request jurisdictions in which registration is desired. Upon a request for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration RequestRegistration, VGT shall promptly take such steps as are necessary or appropriate to prepare for the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale registration of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold registered. Within 15 days after the receipt of such request, VGT shall give written notice thereof to all other Designated Holders holding Registrable Securities (the "Non-Initiating Holders") and include in such registration all Registrable Securities held by unspecified Investor Parties; if on the date a Designated Holder with respect to which VGT has received written requests for inclusion therein within 15 days of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request receipt by such Designated Holder of such written notice. Each such request shall specify the aggregate amount number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Unless Designated Holders holding the majority of the Registrable Securities to be included in the Demand Registration consent in writing, no other party, including VGT (but not including any other Designated Holder), shall be permitted to offer securities under any such Demand Registration.

Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 4.43, any Investor Party shall have the right, for itself or together with one holders of thirty-three percent (33%) or more other Investor Parties, to make a written request from time-to-time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held then outstanding may at any time on or after 180 days after the effective date of the registration statement of the Company's Qualified Public Offering, give to the Company, pursuant to this clause (i), a written request to register the Registrable Securities. Within ten (10) days after the receipt by the Company of any such Investor Party (a “Demand Registration”)written request, the Company will give written notice of such registration request to all Stockholders. (ii) Each Demand Registration Request shall specify (x) the aggregate amount Stockholders for inclusion of their respective shares of Registrable Securities proposed to be registeredin such Demand Registration, and (yB) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall will use its best efforts to prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 registration statement under the Securities Act relating on any appropriate form promulgated by the Commission and reasonably acceptable to the offer and sale of Stockholders requesting such Demand Registration pursuant to clause (i) above covering all such Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by and shall use its best efforts to cause such Investor Parties, subject registration statement to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 become effective under the Securities Act Act. All written requests made by Stockholders pursuant to this clause (or such other Registration Statement as ii) will specify the Board may determine to be appropriate) relating to the offer and sale number of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount shares of Registrable Securities to be sold registered and will also specify the intended method of disposition thereof. Such method of disposition shall, in any case, be an underwritten offering if an underwritten offering is requested by unspecified Investor Parties; if on the date Demanding Stockholders (as defined in Section 3(c) hereof) holding fifty-one percent (51%) or more of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registeredincluded in such Demand Registration by all of the Demanding Stockholders. (iii) The Stockholders shall be permitted to withdraw all or any part of the Registrable Securities of such Stockholders from any Demand Registration at any time prior to the effective date of such Demand Registration but, in the case of an underwritten public offering, only if such Stockholders are permitted to do so by the managing underwriters or pursuant to any agreement therewith.

Request for Demand Registration. (i) Subject to Section 4.4, any Investor Party shall have Any of the Qualified Holders has the right, for itself or together with one or more other Investor PartiesHolders, to make a written request from time-to-time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Investor Party that Qualified Holder (a “Demand Registration”); provided that, unless approved by the Board of Directors in its sole discretion, any Person who is a Qualified Holder solely by virtue of clause (f) of the definition of Qualified Holder may not make demand for an Underwritten Offering pursuant to either this Section 3.1(a) or Section 3.2 below. (ii) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registered, (y) the intended method or methods of disposition thereof thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3S-3, the Company shall promptly file with the Commission SEC a Shelf shelf Registration Statement on Form F-3 S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties Qualified Holders from time-to-time to time in accordance with the methods of distribution elected by such Investor PartiesQualified Holders, subject to all applicable provisions of this Agreement. (viv) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3S-3, the Company shall promptly file with the Commission SEC a Shelf Registration Statement on Form F-1 S-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties Qualified Holders from time-to-time to time in accordance with the methods of distribution elected by such Investor PartiesQualified Holders. (viv) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor PartiesHolders; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject to the provisions of the Lock-up Agreements, subsections 2.1.4, 2.1.6 and Section 4.42.3 hereof and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.6 outstanding covering the Registrable Securities, at any Investor Party shall have time and from time to time, the right, for itself or together with one or more other Investor Parties, to Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written request from time-to-time (a “Demand Registration Request”) to the Company demand for Registration of all or part of their Registrable Securities, which written demand shall describe the Registrable Securities held by amount and type of securities to be included in such Investor Party Registration and the intended method(s) of distribution thereof (such written demand, a “Demand Registration”). . The Company shall, within five (ii5) Each Business Days of the Company’s receipt of the Demand Registration Request shall specify (x) the aggregate amount Registration, notify, in writing, all other Holders of Registrable Securities proposed of such demand, and each Holder of Registrable Securities who thereafter wishes to be registered, (y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering include all or a Shelf portion of such Holder’s Registrable Securities in a Registration (a “Shelf Registration Request”). (iii) Upon receipt of pursuant to a Demand Registration Request(each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall prepare and file with effect, as soon thereafter as practicable, but not more than thirty (30) days after the Commission a Registration Statement registering the offer and sale Company’s receipt of the number and type Demand Registration, the Registration of all Registrable Securities on requested by the terms Demanding Holders and conditions specified in Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Demand Registration Request in accordance with the intended timing and method or methods Company be obligated to effect more than an aggregate of distribution thereof specified in the Demand Registration Request. three (iv3) If Registrations pursuant to a Demand Registration Request is under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for a Shelf Registration, and the Company is eligible to file such purposes unless a Registration Statement on Form F-3S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”), the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating or if available to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor PartiesCompany, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 S-3 or any other similar short form registration statement that may be available at such time (“Form S-3”), has become effective and all of the Company is then permitted Registrable Securities requested by the Requesting Holders to use pursuant to Rule 415 under be registered on behalf of the Securities Act (Requesting Holders in such Form S-1 or such other Registration Statement S-3, as the Board case may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time be, Registration have been sold, in accordance with the methods Section 3.1 of distribution elected by such Investor Partiesthis Agreement. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 4.42, any Investor Party shall have Major Holder may, at any time and from time to time give to the rightCompany, for itself or together with one or more other Investor Partiespursuant to this subparagraph (i), to make a written request from time-to-time (a “Demand Registration Request”) to for the registration by the Company for Registration under the Securities Act of all or any part of the Registrable Securities held by of such Investor Party Major Holder (such registration being herein called a “"Demand Registration”"); provided, that no such Demand Registration shall become effective prior to the first anniversary of the date hereof. Within ten (10) days after receipt by the Company of any such written request, the Company will give written notice of such registration request to all Holders of Registrable Securities. (ii) Each Subject to the limitations contained in the following paragraphs of this Section 2, after receipt of such written request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration Request all Registrable Securities with respect to which the Company shall specify receive from Holders of Registrable Securities, within thirty (x30) days after the date on which the Company shall have given to all Holders written notice of the registration request pursuant to Section 2(a)(i) hereof, the written requests of such Holders for inclusion in such Demand Registration, and (B) the Company will use its reasonable efforts in good faith to effect promptly the registration of all such Registrable Securities; provided, however, that the Company will not be obligated to effect any Demand Registration unless Holders have requested that such Demand Registration include an aggregate amount number of Registrable Securities proposed at least equal to be registered20% of the aggregate number of Registrable Securities initially issued to Investor pursuant to the Merger Agreement; and provided, (y) further, that, as and to the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Requestextent set forth in Section 8 hereof, the Company shall prepare and file with only bear the Commission a Registration Statement registering Expenses for two Demand Registrations requested by the offer and sale of the number and type Holders. All written requests made by Holders of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under this subparagraph (ii) will specify the Securities Act relating to the offer and sale number of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount shares of Registrable Securities to be sold registered and will also specify the intended method of disposition thereof. Such method of disposition shall, in any case, be an underwritten offering if an underwritten offering is requested by unspecified Investor Parties; if on the date Holders of a majority of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registeredincluded in such Demand Registration.

Request for Demand Registration. (i) Subject to Section 4.4At any time after six months following the IPO Effectiveness Date, any Investor Party shall have the rightWils▇▇ ▇▇▇ckholders, for itself the General Atlantic Stockholders, the Partners Stockholders, the Alltel Stockholders, the FUCP Stockholders, the BT Stockholders or together with one or more other Investor Parties, to the Motorola Stockholders may make a written request from time-to-time (a “Demand Registration Request”) to the Company to register (each of such Wils▇▇ ▇▇▇ckholders, General Atlantic Stockholders, Partners Stockholders, Alltel Stockholders, FUCP Stockholders, BT Stockholders or Motorola Stockholders making such request being referred to hereinafter as the "Initiating Holder"), under the Securities Act and under the securities or "blue sky" laws of any jurisdiction reasonably designated by such holder or holders, the number of Registrable Securities, the offer and sale of which shall result in net proceeds (after expenses and underwriting commissions and discounts) to such Initiating Holder of at least $5,000,000 (a "Demand Registration"), and the Company shall use its reasonable efforts to cause such Demand Registration to become and remain effective not later than three (3) months after it receives a request for a Demand Registration; provided, however, that the Company shall not be required to effect more than one Demand Registration at the request of the Wils▇▇ ▇▇▇ckholders, two Demand Registrations at the request of the General Atlantic Stockholders, one Demand Registration at the request of the Partners Stockholders, one Demand Registration at the request of the Alltel Stockholders, one Demand Registration at the request of the FUCP Stockholders, one Demand Registration at the request of the BT Stockholders and two demands at the request of the Motorola Stockholders, and provided further that, if (x) the Initiating Holder is a Motorola Stockholder, (y) the Motorola Stockholders' Registrable Securities may not then be sold pursuant to Rule 144 under the Securities Act (whether or not subject to the volume limitations thereof), and (z) the Motorola Stockholders request the registration of all of their Registrable Securities, then the Company shall be required to effect a Demand Registration at the request of the Motorola Stockholders even if the offer and sale of all of the Motorola Stockholders' Registrable Securities shall result in end proceeds to the Motorola Stockholders of less than $5,000,000. For purposes of the preceding sentence, two or part more registration statements filed in response to one demand shall be counted as one registration statement. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or has fixed plans to engage in within three months of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at is option direct that such request be delayed for a reasonable period not in excess of three months from the effective date of such offering or the date of completion of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any Demand Registration within three months after the effective date of any other Registration Statement of the Company. Notwithstanding the foregoing, a Demand Registration may not be initiated by: (i) (x) the Partners Stockholders within 12 months of the effective date of any Registration Statement of the Company in which (1) the Partners Stockholders were offered an opportunity to register Registrable Securities pursuant to Section 3(b) or Section 4 and (2) none of the Registrable Securities held requested by the Partners Stockholders for inclusion in such Investor Party Registration Statement were excluded pursuant to the last sentence of Section 3(e) or Section 4(a), or (a “Demand Registration”y) the Motorola Stockholders within 12 months of the effective date of any Registration Statement of the Company in which (1) the Motorola Stockholders were offered an opportunity to register Registrable Securities pursuant to Section 3(b) or Section 4 and were eligible to participate in such registration, and (2) none of the Registrable Securities requested by the Motorola Stockholders for inclusion in such Registration Statement were excluded pursuant to the last sentence of Section 3(e) or Section 4(a)., or (ii) Each Demand any of the Wils▇▇ ▇▇▇ckholders, the General Atlantic Stockholders, the FUCP Stockholders or the BT Stockholders within 12 months of the effective date of any Registration Request shall specify Statement of the Company (x) filed in response to a request for a Demand Registration pursuant to this Section 3(a) and (y) in which the aggregate Designated Holders were offered an opportunity to register Registrable Securities in such Demand Registration pursuant to Section 3(b), or (iii) by the Motorola Stockholders before the second anniversary of this Agreement. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be registered, (y) sold and the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is thereof. Upon a request for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with take such steps as are necessary or appropriate to prepare for the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date registration of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject to Section 4.43(f) below, Eligible Holders may, in accordance with Section 3(a)(iii), request in writing the registration of Registrable Securities under the Securities Act (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) shall be referred to herein as a “Demand Registration” and the Eligible Holder or Eligible Holders requesting such Demand Registration in accordance with the provisions of Section 3(a)(iii) shall be referred to herein as the “Initiating Holders”). Notwithstanding the foregoing, in no event shall the Company be required to effect more than five Demand Registrations pursuant to this Agreement. Each request for a Demand Registration by the Initiating Holders shall specify the amount of the Registrable Securities proposed to be sold, the intended method of disposition thereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are reasonably necessary or appropriate to prepare for the registration of the Registrable Securities to be registered. (ii) Subject to Section 3(f) below, within ten days after the receipt from Eligible Holders of a request for a Demand Registration in accordance with Section 3(a)(iii), the Company shall give written notice thereof to all other Eligible Holders and include in such registration all Registrable Securities held by any Investor Party shall have Eligible Holder from whom the right, for itself or together with one or more other Investor Parties, to make Company has received a written request from time-to-time for inclusion therein by the later of (x) the 15th day after the giving of such written notice by the Company or (y) ten days prior to the filing of the registration statement with the SEC. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a “Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Eligible Holders; provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders exercising the Demand Registration Request”rights. (iii) Demand Registrations may be requested by the Eligible Holders as follows: (A) two Demand Registrations may be requested in writing pursuant to Section 3(a)(i) by each of the Company for Major Holders; provided, however, that a Major Holder shall forfeit its right to request a Demand Registration pursuant to this subparagraph (A) at such time as such Major Holder owns less than 25% of all or part the Registrable Securities owned by such Major Holder as of the date hereof; (B) one Demand Registration may be requested in writing pursuant to Section 3(a)(i) by Eligible Holders holding at least 10% of the Registrable Securities held by all of the Eligible Holders; provided, however, that a Major Holder shall not be permitted to make or join in any request pursuant to this subparagraph (B) unless such Investor Party Major Holder shall have previously exercised or shall otherwise not be entitled to exercise its right to request a Demand Registration pursuant to subparagraph (A) above; and, provided, further, that for each Demand Registration under subparagraph (A) that shall have been forfeited prior to exercise as a “result of the proviso to subparagraph (A), the number of Demand Registration”).Registrations permitted under this subparagraph (B) shall be increased by one; and (iiC) Each the Company shall cooperate with the Eligible Holders in order to facilitate communications among such Persons solely for the purpose of obtaining the consent of sufficient Eligible Holders to request a Demand Registration Request shall specify pursuant to subparagraph (xB) of this Section 3(a)(iii), including, without limitation, by providing a list of shareholders of the aggregate amount Company reflecting their respective ownership of Registrable Securities proposed to and contact information, which shall be registered, (y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is used solely for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions purposes of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject to Section 4.43(f) ------------------------------- below, at any Investor Party shall have time the right, for itself or together with one or more other Investor Parties, to make a written request from time-to-time (a “Demand Registration Request”) to the Company for Registration of all or part Designated Holders holding at least 25% of the Registrable Securities held by all of the Designated Holders (the "INITIATING ---------- HOLDERS") may request in writing the registration of Registrable Securities ------- under the Act, and under the securities or blue sky laws of any jurisdiction designated by such Investor Party holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a “"DEMAND ------ REGISTRATION"). Notwithstanding the foregoing, in no event shall the Company be ------------ required to effect more than three Demand Registration”). (ii) Registrations. Two or more registrations filed in response to one demand shall be counted as one registration statement. Each request for a Demand Registration Request by the Initiating Holders in respect thereof shall specify (x) the aggregate amount of the Registrable Securities proposed to be registeredsold, (y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request jurisdictions in which registration is desired. Upon a request for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with take such steps as are necessary or appropriate to prepare for the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under registration of the Securities Act relating to the offer and sale of Registrable Securities by to be registered. Within fifteen (15) days after the initiating Investor Parties from time-to-time in accordance with the methods receipt of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3request, the Company shall promptly file with the Commission give written notice thereof to all other Designated Holders and include in such registration all Registrable Securities held by a Shelf Registration Statement on Form F-1 or any other form that Designated Holder from whom the Company is then permitted to use pursuant to Rule 415 under the Securities Act has received a written request for inclusion therein at least ten (or such other Registration Statement as the Board may determine to be appropriate10) relating days prior to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date filing of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall registration statement. Each such request will also specify the aggregate amount number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by Stockholders other than the Holders; provided, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders exercising the Demand Registration rights.

Request for Demand Registration. (i) Subject to Section 4.4Following the first anniversary of the closing date of the IPO, any Investor Party Qualified Holder shall have the right, for itself or together with one or more other Investor PartiesHolders, to make a written request from time-to-time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Investor Party that Qualified Holder (a “Demand Registration”); provided that, unless approved by the Board of Directors in its sole discretion, any Person who is a Qualified Holder solely by virtue of clause (c) of the definition of Qualified Holder may not make demand for an Underwritten Offering pursuant to either this Section 3.1(a) or Section 3.2 below. (ii) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registered, (y) the intended method or methods of disposition thereof thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3S-3, the Company shall promptly file with the Commission SEC a Shelf shelf Registration Statement on Form F-3 S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties Qualified Holders from time-to-time to time in accordance with the methods of distribution elected by such Investor PartiesQualified Holders, subject to all applicable provisions of this Agreement. (viv) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3S-3, the Company shall promptly file with the Commission SEC a Shelf Registration Statement on Form F-1 S-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties Qualified Holders from time-to-time to time in accordance with the methods of distribution elected by such Investor PartiesQualified Holders. (viv) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor PartiesHolders; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. Blackstone or Blackstone Holders designated by Blackstone (i) Subject to Section 4.4the "Initiating Blackstone Holders"), any ▇▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇▇▇ Holders designated by ▇▇▇▇▇▇▇▇▇▇▇ (the "Initiating ▇▇▇▇▇▇▇▇▇▇▇ Holders"), and Heartland or an Investor Party Stockholder designated by the Heartland Entities (the "Initiating Investor Holders," each of the Initiating Blackstone Holders, the Initiating ▇▇▇▇▇▇▇▇▇▇▇ Holders and the Initiating Investor Holders shall have be known as the right"Initiating Holders," as appropriate), for itself or together with one or more other Investor Parties, to may each make a written request from time-to-time (a “Demand Registration Request”) to the Company for to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) a "Demand Registration", the number of all or part of the Registrable Securities held by stated in such Investor Party (a “Demand Registration”). (ii) Each Demand Registration Request request; provided, however, that the Company shall specify not be obligated to effect (x) more than four (4) such Demand Registrations at the request of Initiating Investor Holders, and (y) in the aggregate not more than four (4) such Demand Registrations at the request of Initiating Blackstone and Initiating ▇▇▇▇▇▇▇▇▇▇▇ Holders: two of which shall be at the request of Initiating Blackstone Holders and two of which shall be at the request of Initiating ▇▇▇▇▇▇▇▇▇▇▇ Holders. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand shall be counted as one Demand Registration; provided, however, that any such Registration Statement filed at the request of an Initiating Holder and subsequently withdrawn at the request of that Initiating Holder shall be counted as a Demand Registration unless the withdrawing Initiating Holder pays the expenses associated with such Registration Statement in which case such Registration shall not be so counted. Notwithstanding anything to the contrary contained herein, no Demand Registration need be effected by the Company within six (6) months after the effectiveness of any registration statement pursuant to a Demand Registration. The Company shall not be obliged to include more than 10 million Shares (as equitably adjusted for stock splits, stock combinations and similar events) in any Registration Statement pursuant to a Demand Registration, inclusive of any Shares to be included pursuant to any incidental or piggy-back rights under this Agreement. If the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a "Valid Business Reason"), the Company may (x) postpone filing a registration statement relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (y) in case a registration statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Investor Director and the Blackstone Director, if applicable, and the ▇▇▇▇▇▇▇▇▇▇▇ Director, if applicable, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement. The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be registered, (y) sold and the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”)thereof. (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (ia) Subject to Section 4.4At any time following the date of this Agreement, any Investor Party B▇▇▇ Capital shall have the right, for itself or together with one or more other Investor Parties, right to make a written request from time-to-time to time (a “Demand Registration Request”) to the Company for Registration of all or part any portion of the Registrable Securities held by such Investor Party Holder on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or on Form S-3 or any similar short-form registration statement (“Short-Form Registrations”), if available (any such requested registration, a “Demand Registration”). All Long-Form Registrations will be underwritten registrations unless otherwise approved by B▇▇▇ Capital. Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short form and if the managing underwriters (if any) and B▇▇▇ Capital agrees to the use of a Short-Form Registration. (iib) Each Demand Registration Request shall specify (x) the aggregate approximate amount of such Holder’s Registrable Securities proposed to be registered, registered and (y) if known, the intended method or methods of disposition thereof and (z) thereof. B▇▇▇ Capital will be entitled to request an unlimited number of Demand Registrations in which the Company will pay all Registration Expenses, whether the Demand Registration Request or not any such registration is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”)consummated. (iiic) Upon receipt of a Demand Registration Request, the Company shall prepare as promptly as practicable (and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in any event within forty-give (45) days, in the Demand Registration Request in accordance with the intended timing and method case of a Long-Form Registration, or methods of distribution thereof specified fifteen (15) days, in the Demand Registration Request. (ivcase of a Short-Form Registration) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3(a “Demand Registration Statement”) relating to such Demand Registration, the Company shall promptly file with the Commission a Shelf and use its best efforts to cause such Demand Registration Statement on Form F-3 pursuant to Rule 415 be promptly declared effective under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this AgreementAct. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. At any time during the eighteen ------------------------------- (i18) Subject month period commencing six (6) months from the initial Close, subject to extension as provided in Section 4.46.5 hereof, any Investor Party shall have the right, for itself or together with one or Holders holding more other Investor Parties, to than 50% of the Registrable Securities then held by all of the Holders may make a written request from time-to-time for registration (such Designated Holders making such request being deemed to be "Initiating Holders") of Registrable Securities under the 1933 Act, and under the securities or blue sky laws of any jurisdiction reasonably designated by such holder or holders (a “"Demand Registration"); provided, the Company will not be required to effect more than two (2) Demand Registrations at the request of the Holders pursuant to this Section 6.3. Such request for a Demand Registration Request”) to shall specify the Company for Registration of all or part amount of the Registrable Securities held by such Investor Party (a “Demand Registration”). (ii) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registeredsold, (y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request jurisdictions in which registration is desired. Upon a request for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with take such steps as are necessary or appropriate to prepare for the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under registration of the Securities Act relating to the offer and sale of Registrable Securities by to be registered. Within 15 days after the initiating Investor Parties from time-to-time in accordance with the methods receipt of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3request, the Company shall promptly file give written notice thereof to all other Designated Holders holding Registrable Securities (the "Non-Initiating Holders") and include in such registration all Registrable Securities held by a Designated Holder with the Commission a Shelf Registration Statement on Form F-1 or any other form that respect to which the Company is then permitted to use pursuant to Rule 415 under has received written requests for inclusion therein within 15 days of the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected receipt by such Investor Parties. (vi) If on the date Designated Holder of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request such written notice. Each such request shall specify the aggregate amount number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Unless Designated Holders holding the majority of the Registrable Securities to be included in the Demand Registration consent in writing, no other party, including the Company (but not including any other Designated Holder), shall be permitted to offer securities under any such Demand Registration.

Request for Demand Registration. At any time and from time to time after the exercise of demand registration rights granted by the Company pursuant to the Pegasus Registration Rights Agreement or the Tri-Party Registration Rights Agreement or, subject to any applicable lock-up period provided herein, any time after the Company files a registration statement with respect to a Public Offering (other than a registration statement: (i) Subject on Form S-4 or S-8 or any successor form filed under the Securities Act; (ii) filed in connection with any employee stock option or other benefit plan, (iii) for an exchange offer or offering of securities solely to Section 4.4the Company’s existing stockholders, (iv) for an offering of debt that is convertible into equity securities of the Company; (v) for a dividend reinvestment plan; or (vi) on any Investor Party shall have other form not available for registering the rightRegistrable Securities for sale to the public), for itself Holders of a majority-in-interest (the “Majority-In-Interest”) of the Registrable Securities (determined on a fully diluted basis) held by all Holders other than Holders that are Affiliates of Pegasus or together with one or more other Investor Parties, to Riverwood (the “Demand Holders”) may make a written request from time-to-time (a “Demand Registration Request”) to demand for registration under the Company for Registration Securities Act of all or part of the their Registrable Securities held by such Investor Party (a “Demand Registration”). (ii) Each . Any demand for a Demand Registration Request shall specify (x) the aggregate amount number of shares of Registrable Securities proposed to be registered, (y) sold and the intended method or methods method(s) and plan of disposition thereof and (z) whether distribution thereof. Upon the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon Company’s receipt of the written request for a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale notify all other Holders of Registrable Securities of such demand for a Demand Registration, and each such Holder that wishes to include all or a portion of such Holder’s Registrable Securities in the Demand Registration (each such Holder including Registrable Securities in such registration, a “Selling Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the initiating Investor Parties Holder of the notice from time-to-time the Company. Upon any such request, the Selling Demanding Holders shall be entitled to have their Registrable Securities included in accordance with the methods of distribution elected by such Investor PartiesDemand Registration, subject to all applicable provisions of this Agreement. (vSection 2(g) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, provisos set forth in the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale first sentence of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor PartiesSection 2(b). (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject to the provisions of subsection 2.1.7 and Section 4.42.3 hereof, at any time and from time to time on or after the Effective Date, if (a) the Shelf Registration Statement is not declared effective by the Commission on or prior to the date that is 180 days after the Effective Date or (b) at any time during the 24 month period following the effective date of the Shelf Registration Statement, the Shelf Registration Statement is not available to the Holders (except for any unavailability resulting from information supplied by or on behalf of a Holder for use in the Shelf Registration Statement being incorrect or incomplete), any Investor Party shall have the right, for itself or together with one or more other Investor Parties, to Demand Right Holder may make a written request from time-to-time (a “Demand Registration Request”) to the Company demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the Registrable Securities held by amount and type of securities to be included in such Investor Party Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). (ii) Each . Any such Demand Registration Request may (but shall specify not be required to be), at the election of the Demanding Holder, be a shelf registration pursuant to Rule 415 (xor any successor rule promulgated thereafter by the Commission). The Company shall, within ten (10) days of the aggregate amount Company’s receipt of the Demand Registration, notify, in writing, all other Demand Right Holders of Registrable Securities proposed and all Daseke Former Series B Holders of Registrable Securities of such demand, and each such Holder who thereafter wishes to be registered, (y) the intended method include all or methods a portion of disposition thereof and (z) whether such Holder’s Registrable Securities in a Registration pursuant to the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (each such Holder, a “Shelf Demand Registration RequestRequesting Holder”). ) shall so notify the Company, in writing, within five (iii5) days after the receipt by such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Demand Registration RequestRequesting Holder to the Company, the Company such Holder shall prepare be entitled, subject to subsection 2.1.7 and file with the Commission Section 2.3 hereof, to have their Registrable Securities included in a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If pursuant to a Demand Registration Request is for a Shelf Registration, and the Company is eligible to shall file a Registration Statement on Form F-3relating thereto within thirty (30) days after receipt by the Company of the Demand Registration and shall cause such Registration Statement to become effective as soon thereafter as reasonably practicable, providing for the Registration of all Registrable Securities requested by the Demanding Holders and Demand Registration Requesting Holders pursuant to such Demand Registration. The number of Registrations pursuant to a Demand Registration that the Demand Right Holders may initiate pursuant to the first sentence of this Section 2.1.4 shall be limited, in the case of ▇▇▇ ▇. ▇▇▇▇▇▇ and the ▇▇▇▇▇▇ Group (taken together), to a total of two (2) (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by such Demand Right Holders pursuant to Section 2.1.3) and, in the case of the other Daseke Demanding Holders, the Company shall promptly file with PIPE Demanding Holders or the Commission a Pre-IPO Demanding Holders, to one (1) each (less any Shelf Registration Statement on Form F-3 Takedown Notice in the form of an Underwritten Offering initiated by any such Demand Right Holders pursuant to Rule 415 under Section 2.1.3); provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Securities Act relating to the offer and sale of Registrable Securities requested by the initiating Investor Parties from time-to-time Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions Section 3.1 of this Agreement. For the avoidance of doubt, no such limit shall apply to Main Street or Prudential. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject to Section 4.4Following the first anniversary of the Closing date of the IPO1, any Investor Party Qualified Holder shall have the right, for itself or together with one or more other Investor PartiesQualified Holders, to make a written request from time-to-time to time (a “Demand Registration Request”) to the Company Corporation for Registration of all or part of the Registrable Securities held by such Investor Party that Qualified Holder (a “Demand Registration”). (ii) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registered, (y) the intended method or methods of disposition thereof thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company Corporation is eligible to file a Registration Statement on Form F-3S-3, the Company Corporation shall promptly file with the Commission SEC a Shelf Registration Statement on Form F-3 S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties Holders from time-to-time to time in accordance with the methods of distribution elected by such Investor Partiesthe Qualified Holders Beneficially Owning a majority of Registrable Securities participating in the Registration, subject to all applicable provisions of this Agreement. (viv) If the Demand Registration Request is for a Shelf Registration and the Company Corporation is not eligible to file a Registration Statement on Form F-3S-3, the Company Corporation shall promptly file with the Commission SEC a Shelf Registration Statement on Form F-1 S-1 or any other form that the Company Corporation is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties Holders from time-to-time to time in accordance with the methods of distribution elected by such Investor Partiesthe Qualified Holders Beneficially Owning a majority of Registrable Securities participating in the Registration. (viv) If on the date of the Shelf Registration Request the Company Corporation is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if Holders. If on the date of the Shelf Registration Request the Company Corporation is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registeredregistered and the selling Holders.

Request for Demand Registration. (i) Subject to Section 4.43.4, any Investor Party Holder listed on Appendix B hereto that, together with its Affiliates, holds Registrable Securities that represent in the aggregate at least 5.0% of the issued and outstanding number of shares of Common Stock (a “Demand Holder”), shall have the right, for itself or together with one or more other Investor Parties, right to make a written request from time-to-time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Investor Party the Demand Holders (a “Demand Registration”). Subject to Section 3.1(b), each Demand Holder shall be entitled to request an unlimited number of Demand Registrations so long as it is a Demand Holder. (ii) Each Demand Registration Request shall specify (xw) the aggregate amount of Registrable Securities proposed to be registered, (yx) the intended method or methods of disposition thereof and (zy) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon . Within five Business Days of receipt by the Company of a any Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale give written notice of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request to each other Piggyback Holder (as defined below) and, subject to the terms of Section 3.1(b) and any applicable restrictions set forth in accordance with the intended timing and method or methods of distribution thereof specified Section 3.4, shall include in the such Demand Registration Request(and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests from such other Holders for inclusion therein within ten Business Days of the date of the Company’s notice. (iviii) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3S-3, the Company shall promptly (and in any event within 30 days following delivery of the Demand Registration Request) file with the Commission SEC a Shelf Registration Statement on Form F-3 S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time to time in accordance with the intended methods of distribution elected by such Investor Partiesdistribution, subject to all applicable provisions of this Agreement. (viv) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3S-3, the Company shall promptly (and in any event within 30 days following delivery of the Demand Registration Request) file with the Commission SEC a Shelf Registration Statement on Form F-1 S-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time to time in accordance with the intended methods of distribution elected by such Investor Partiesdistribution. (viv) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Partiesbeneficial holders; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. At any time, and from time to time, (i) Subject to Section 4.4, any Investor Party shall have IM Holders holding at least a majority of the right, for itself or together with one or more other Investor Parties, to outstanding Registrable Securities held by the IM Holders (the “Initiating IM Holders”) may make a written request from timeto the Company to register, and the Company shall register, in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), at the election of the Initiating IM Holders, on Form S-1 or any similar long-to-time form registration (a “Demand Registration RequestLong-Form Registration”) to and (ii) (x) the Company for Registration of all or part Initiating IM Holders, (y) CA Holders holding at least a majority of the outstanding Registrable Securities held by the CA Holders (the “Initiating CA Holders”) or (z) Sponsor Holders holding at least a majority of the outstanding Registrable Securities held by the Sponsor Holders (the “Initiating Sponsor Holders” and the Initiating Sponsor Holders, the Initiating IM Holders, or the Initiating CA Holders, individually as applicable, the “Initiating Holders”) may make a written request to the Company to register, and the Company shall register, in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such Investor Party request under the Securities Act on Form S-3 or any similar short-form registration (other than a Shelf Registration), if such a short-form is then available to the Company (a “Short-Form Registration” and, together with a Long-Form Registration, a “Demand Registration”). ; provided, however, that the Company shall not be obligated to effect (iiA) Each more than three such Long-Form Registrations for such Initiating IM Holder(s) and (B) a Demand Registration Request shall specify if the applicable Initiating Holders propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities and including any Registrable Securities subject to any applicable over-allotment option) to the public of less than (x) $10,000,000.00 in the aggregate case of a Long-Form Registration or (y) $5,000,000.00 in the case of a Short-Form Registration. For purposes of the preceding sentence, two or more Registration Statements filed in response to one demand for a Long-Form Registration shall be counted as one Long-Form Registration. Each request for a Demand Registration by any Initiating Holders shall state the amount of the Registrable Securities proposed to be registered, (y) included and the intended method or methods of disposition thereof and (z) whether thereof. Each of the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration RequestInitiating IM Holders, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, Initiating CA Holders and the Company is eligible to file a Registration Statement on Form F-3Initiating Sponsor Holders, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board case may determine be, shall be entitled to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from timeno more than one Short-to-time in accordance with the methods of distribution elected by such Investor PartiesForm Registration every six months. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject to Section 4.4Following the first anniversary of the closing date of the IPO, any Investor Party Qualified Holder shall have the right, for itself or together with one or more other Investor Parties, right to make a written request from time-to-time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Investor Party that Qualified Holder (a “Demand Registration”); provided that any Person who is a Qualified Holder solely by virtue of clause (d) of the definition of Qualified Holder may not make demand for an Underwritten Offering pursuant to either this Section 3.1(a) or Section 3.2 below. (ii) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registered, (y) the intended method or methods of disposition thereof thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”)Registration. (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3S-3, the Company shall promptly file with the Commission SEC a Shelf shelf Registration Statement on Form F-3 S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties Qualified Holders from time-to-time to time in accordance with the methods of distribution elected by such Investor PartiesQualified Holders, subject to all applicable provisions of this Agreement. (viv) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3S-3, the Company shall promptly file with the Commission SEC a Shelf Registration Statement on Form F-1 S-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties Qualified Holders from time-to-time to time in accordance with the methods of distribution elected by such Investor PartiesQualified Holders. (viv) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; Holders, if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject to Section 4.4Following the first anniversary of the Closing date of the IPO, any Investor Party Qualified Holder shall have the right, for itself or together with one or more other Investor PartiesQualified Holders, to make a written request from time-to-time to time (a “Demand Registration Request”) to the Company Corporation for Registration of all or part of the Registrable Securities held by such Investor Party that Qualified Holder (a “Demand Registration”). (ii) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registered, (y) the intended method or methods of disposition thereof thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company Corporation is eligible to file a Registration Statement on Form F-3S-3, the Company Corporation shall promptly file with the Commission SEC a Shelf Registration Statement on Form F-3 S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties Holders from time-to-time to time in accordance with the methods of distribution elected by such Investor Partiesthe Qualified Holders Beneficially Owning a majority of Registrable Securities participating in the Registration, subject to all applicable provisions of this Agreement. (viv) If the Demand Registration Request is for a Shelf Registration and the Company Corporation is not eligible to file a Registration Statement on Form F-3S-3, the Company Corporation shall promptly file with the Commission SEC a Shelf Registration Statement on Form F-1 S-1 or any other form that the Company Corporation is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties Holders from time-to-time to time in accordance with the methods of distribution elected by such Investor Partiesthe Qualified Holders Beneficially Owning a majority of Registrable Securities participating in the Registration. (viv) If on the date of the Shelf Registration Request the Company Corporation is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if Holders. If on the date of the Shelf Registration Request the Company Corporation is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registeredregistered and the selling Holders.

Request for Demand Registration. (i) Subject to the provisions of subsection 2.1.7 and Section 4.42.3, at any time and from time to time on or after the Effective Date, if (a) the Shelf Registration Statement is not declared effective by the Commission on or prior to the date that is 180 days after the Effective Date or (b) at any time during the Shelf Registration Statement Effective Period, the Shelf Registration Statement is not available to the Holders (except for any unavailability resulting from information supplied by or on behalf of a Holder for use in the Shelf Registration Statement being incorrect or incomplete), any Investor Party shall have the right, for itself or together with one or more other Investor Parties, to Demand Right Holder may make a written request from time-to-time (a “Demand Registration Request”) to the Company demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the Registrable Securities held by amount and type of securities to be included in such Investor Party Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). (ii) Each . Any such Demand Registration Request may (but shall specify not be required to be), at the election of the Demanding Holder, be a shelf registration pursuant to Rule 415 (x) or any successor rule promulgated thereafter by the aggregate amount Commission). The Company shall, within 10 days of the Company’s receipt of the Demand Registration, notify, in writing, all other Demand Right Holders of Registrable Securities proposed of such demand, and each such Holder who thereafter wishes to be registered, (y) the intended method include all or methods a portion of disposition thereof and (z) whether such Holder’s Registrable Securities in a Registration pursuant to the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (each such Holder, a “Shelf Demand Registration RequestRequesting Holder”). (iii) shall so notify the Company, in writing, within five days after the receipt by such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Demand Registration RequestRequesting Holder to the Company, the Company such Holder shall prepare be entitled, subject to subsection 2.1.7 and file with the Commission Section 2.3 hereof, to have their Registrable Securities included in a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If pursuant to a Demand Registration Request is for a Shelf Registration, and the Company is eligible to shall file a Registration Statement on Form F-3, relating thereto within 30 days after receipt by the Company of the Demand Registration and shall promptly file with the Commission a Shelf cause such Registration Statement on Form F-3 to become effective as soon thereafter as reasonably practicable, providing for the Registration of all Registrable Securities requested by the Demanding Holders and Demand Registration Requesting Holders pursuant to Rule 415 under such Demand Registration. The number of Registrations pursuant to a Demand Registration that the Securities Act relating Demand Right Holders may initiate pursuant to the offer first sentence of this subsection 2.1.4 shall be limited, (i) in the case of JFL Seller, to a total of six (6) (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by JFL Seller pursuant to subsection 2.1.3) and, (ii) in the case of the PIPE Demanding Holders or the Pre-IPO Demanding Holders, to one (1) each (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by any such Demand Right Holders pursuant to subsection 2.1.3); provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and sale all of the Registrable Securities requested by the initiating Investor Parties from time-to-time Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions Section 3.1 of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 4.42, (A) any Investor Party shall have the right, for itself or together with one Stockholders who collectively hold 50% or more other of all Investor PartiesRegistrable Securities may at any time and from time to time pursuant to this subparagraph (i), to make a written request from time-to-time (a “Demand Registration Request”) to for the registration by the Company for Registration under the Securities Act of all or any part of the Investor Registrable Securities held by of such Investor Party Stockholders (such registration being herein called a “Demand Registration”) and (B) if the entire principal amount of the Convertible Note has been converted into Convertible Note Shares prior to the second anniversary hereof, B▇▇▇▇▇▇ may, subject to Section 2(b), make a written request for the registration by the Company under the Securities Act of such Convertible Note Shares (such registration being called herein a “Note Share Registration”). Within ten (10) days after the receipt by the Company of any such written request for a Demand Registration, the Company will give written notice of such registration request to all Holders of Registrable Securities. (ii) Each Subject to the limitations contained in the following paragraphs of this Section 2, after the receipt of such written request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration Request all Registrable Securities with respect to which the Company shall specify receive from Holders of Registrable Securities, within thirty (x30) days after the date on which the Company shall have given to all Holders a written notice of registration request pursuant to Section 2(a)(i) hereof, the written requests of such Holders for inclusion in such Demand Registration, and (B) the aggregate amount Company will use its best efforts in good faith to effect promptly the registration of all such Registrable Securities. All written requests made by Holders of Registrable Securities proposed pursuant to be registered, this subparagraph (yii) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of will specify the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount shares of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall registered and will also specify the aggregate amount intended method of Registrable Securities to be registereddisposition thereof.

Request for Demand Registration. (i) Subject to the provisions of subsection 2.1.7 and Section 4.42.3 hereof, at any time and from time to time on or after the Effective Date, if (a) the Shelf Registration Statement is not declared effective by the Commission on or prior to the date that is 180 days after the Effective Date or (b) at any time during the Shelf Registration Statement Effective Period, the Shelf Registration Statement is not available to the Holders (except for any unavailability resulting from information supplied by or on behalf of a Holder for use in the Shelf Registration Statement being incorrect or incomplete), any Investor Party shall have the right, for itself or together with one or more other Investor Parties, to Demand Right Holder may make a written request from time-to-time (a “Demand Registration Request”) to the Company demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the Registrable Securities held by amount and type of securities to be included in such Investor Party Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). (ii) Each . Any such Demand Registration Request may (but shall specify not be required to be), at the election of the Demanding Holder, be a shelf registration pursuant to Rule 415 (xor any successor rule promulgated thereafter by the Commission). The Company shall, within ten (10) days of the aggregate amount Company’s receipt of the Demand Registration, notify, in writing, all other Demand Right Holders of Registrable Securities proposed and all Daseke Former Series B Holders of Registrable Securities of such demand, and each such Holder who thereafter wishes to be registered, (y) the intended method include all or methods a portion of disposition thereof and (z) whether such Holder’s Registrable Securities in a Registration pursuant to the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (each such Holder, a “Shelf Demand Registration RequestRequesting Holder”). ) shall so notify the Company, in writing, within five (iii5) days after the receipt by such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Demand Registration RequestRequesting Holder to the Company, the Company such Holder shall prepare be entitled, subject to subsection 2.1.7 and file with the Commission Section 2.3 hereof, to have their Registrable Securities included in a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If pursuant to a Demand Registration Request is for a Shelf Registration, and the Company is eligible to shall file a Registration Statement on Form F-3relating thereto within thirty (30) days after receipt by the Company of the Demand Registration and shall cause such Registration Statement to become effective as soon thereafter as reasonably practicable, providing for the Registration of all Registrable Securities requested by the Demanding Holders and Demand Registration Requesting Holders pursuant to such Demand Registration. The number of Registrations pursuant to a Demand Registration that the Demand Right Holders may initiate pursuant to the first sentence of this Section 2.1.4 shall be limited, (i) in the case of ▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Group (taken together), to a total of two (2) (less any Shelf Takedown Notice in the form of an Underwritten Offering initiated by such Demand Right Holders pursuant to Section 2.1.3), and (ii) in the case of the other Daseke Demanding Holders, the Company shall promptly file with PIPE Demanding Holders or the Commission a Pre-IPO Demanding Holders, to one (1) each (less any Shelf Registration Statement on Form F-3 Takedown Notice in the form of an Underwritten Offering initiated by any such Demand Right Holders pursuant to Rule 415 under Section 2.1.3); provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Securities Act relating to the offer and sale of Registrable Securities requested by the initiating Investor Parties from time-to-time Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions Section 3.1 of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject to Section 4.4Following the first anniversary of the closing date of the IPO, any Investor Party Qualified Holder shall have the right, for itself or together with one or more other Investor PartiesHolders, to make a written request from time-to-time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Investor Party that Qualified Holder (a “Demand Registration”); provided that, unless approved by the Board of Directors in its sole discretion, any Person who is a Qualified Holder solely by virtue of clause (d) of the definition of Qualified Holder may not make demand for an Underwritten Offering pursuant to either this Section 3.1(a) or Section 3.2 below. (ii) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registered, (y) the intended method or methods of disposition thereof thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3S-3, the Company shall promptly file with the Commission SEC a Shelf shelf Registration Statement on Form F-3 S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties Qualified Holders from time-to-time to time in accordance with the methods of distribution elected by such Investor PartiesQualified Holders, subject to all applicable provisions of this Agreement. (viv) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3S-3, the Company shall promptly file with the Commission SEC a Shelf Registration Statement on Form F-1 S-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties Qualified Holders from time-to-time to time in accordance with the methods of distribution elected by such Investor PartiesQualified Holders. (viv) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor PartiesHolders; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. At any time after the ------------------------------- Closing Date and expiring two (i2) Subject to Section 4.4years from the Closing Date, any Investor Party shall have the right, for itself or together with one or Selling Stockholders holding more other Investor Parties, to than 50% of the Registrable Securities then held by all of the Selling Stockholders may make a written request from time-to-time for registration (such Designated Holders making such request being deemed to be "Initiating Holders") of Registrable Securities under the Securities Act, and under the securities or blue sky laws of any jurisdiction reasonably designated by such holder or holders (a “"Demand Registration"); provided, Western Capital will not be required to effect more than one Demand Registration Request”) to at the Company for Registration of all or part request of the Registrable Securities held by such Investor Party (Selling Stockholders pursuant to this Section 6.3. For purposes of the preceding sentence, two or more registration statements filed in response to one demand shall be counted as one registration statement. Such request for a “Demand Registration”). (ii) Each Demand Registration Request shall specify (x) the aggregate amount of the Registrable Securities proposed to be registeredsold, (y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request jurisdictions in which registration is desired. Upon a request for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration RequestRegistration, Western Capital shall promptly take such steps as are necessary or appropriate to prepare for the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale registration of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold registered. Within 15 days after the receipt of such request, Western Capital shall give written notice thereof to all other Designated Holders holding Registrable Securities (the "Non-Initiating Holders") and include in such registration all Registrable Securities held by unspecified Investor Parties; if on the date a Designated Holder with respect to which Western Capital has received written requests for inclusion therein within 15 days of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request receipt by such Designated Holder of such written notice. Each such request shall specify the aggregate amount number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. Unless Designated Holders holding the majority of the Registrable Securities to be included in the Demand Registration consent in writing, no other party, including Western Capital (but not including any other Designated Holder), shall be permitted to offer securities under any such Demand Registration.

Request for Demand Registration. At any time after 18 months from the date of the Effective Date (i) Subject to Section 4.4as defined in the Merger Agreement), any Investor Party shall have the right, for itself or together with one or Designated Holders holding more other Investor Parties, to make a written request from time-to-time (a “Demand Registration Request”) to the Company for Registration of all or part than 50% of the Registrable Securities held by all of the Designated Holders (the "INITIATING HOLDERS") may request the registration of Registrable Securities under the Act, and under the securities or blue sky laws of any jurisdiction designated by such Investor Party holder or holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a “Demand Registration”"DEMAND REGISTRATION"). . Notwithstanding the foregoing, (iii) Each the Company will not be required to effect a Demand Registration Request within the period beginning on the effective date of a registration statement filed by the Company on its behalf and ending on the expiration of any lock-up period reasonably required by the underwriters, if any, in connection therewith. Each such request for a Demand Registration by the Initiating Holders in respect thereof shall specify (x) the aggregate amount of the Registrable Securities proposed to be registeredsold, (y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request jurisdictions in which registration is desired. Upon a request for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with take such steps as are necessary or appropriate to prepare for the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under registration of the Securities Act relating to the offer and sale of Registrable Securities by to be registered. Within fifteen (15) days after the initiating Investor Parties from time-to-time in accordance with the methods receipt of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3request, the Company shall promptly file with the Commission give written notice thereof to all other Designated Holders holding Registrable Securities and include in such registration all Registrable Securities held by a Shelf Registration Statement on Form F-1 or any other form that Designated Holder holding Registrable Securities from whom the Company is then permitted to use pursuant to Rule 415 under the Securities Act has received a written request for inclusion therein at least ten (or such other Registration Statement as the Board may determine to be appropriate10) relating days prior to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date filing of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall registration statement. Each such request will also specify the aggregate amount number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration is desired. The Company, subject to Sections 3(d) and 3(e), shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders other than the Designated Holders holding Registrable Securities; provided that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders exercising the Demand Registration rights.

Request for Demand Registration. (i) Subject At any time and from time to Section 4.4time on or after the date of this Agreement, any Investor Party shall have Investors holding a majority-in-interest of the right, for itself or together with one or more other Investor Parties, to Registrable Securities may make a written request from time-to-time demand (a “Demand Registration RequestNotice”) to ), on no more than two occasions in any twelve month period for all Investors collectively, for registration under the Company for Registration Securities Act of all or part of their Registrable Securities, as the Registrable Securities held by such Investor Party case may be (a “Demand Registration”). (ii) Each ; provided, however, that, a demand for a Demand Registration Request may only be made if the sale of the Registrable Securities requested to be registered by such Investors is reasonably expected to result in aggregate gross cash proceeds in excess of $2,500,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2.1.1, the Company shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act as promptly as practicable after the filing thereof (if such Registration Statement is not an Automatic Shelf Registration Statement); provided, however, that the Company shall be permitted to file a post-effective amendment or prospectus supplement to any effective Shelf Registration Statement in lieu of filing a new Registration Statement to the extent the Company determines, and the Investor(s) agree that the Registrable Securities of the Investor(s) may be sold thereunder by such Investor(s) pursuant to their intended plan of distribution. Any Demand Notice shall specify (x) the aggregate amount number of shares of Registrable Securities proposed to be registered, (y) sold and the intended method method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or methods a portion of disposition thereof and (z) whether such holder’s Registrable Securities in the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (each such holder including shares of Registrable Securities in such registration, a “Shelf Registration RequestDemanding Holder”). ) shall so notify the Company within five (iii5) days after the receipt by the holder of the notice from the Company. Upon receipt of a any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration RequestRegistration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. With respect to any particular Registrable Security, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale not be obligated to effect more than an aggregate of the number and type of Registrable Securities on the terms and conditions specified in the one (1) Demand Registration Request under this Section 2.11 in accordance with the intended timing and method or methods respect of distribution thereof specified in the Demand Registration Requestsuch Registrable Security. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. At any time commencing on or after the date that is the earlier to occur of (x) sixteen (16) months after the IPO Effectiveness Date or (y) 180 days after the Company becomes a reporting company under the Exchange Act, either (i) Subject to Section 4.4the General Atlantic Shareholders, any Investor Party shall have (ii) the right, for itself GE Shareholders or together with one or more other Investor Parties, to (iii) the Holders (excluding the General Atlantic Shareholders and the GE Shareholders) holding a minimum of twenty percent (20%) of the Registrable Securities then outstanding (the “Initiating Holders”) may make a written request from time-to-time (a “Demand Registration Request”) to the Company for to register, and the Company shall file a Registration Statement with respect to the number of all or part of the Registrable Securities held by specified in such Investor Party request (a “Demand Registration”). ; provided, however, that the Company shall not be obligated to effect (iiA) Each more than one Demand Registration Request within any 12-month period and more than two Demand Registrations for the General Atlantic Shareholders, one Demand Registration for the GE Shareholders and two Demand Registrations for the other Holders; (B) a Demand Registration for the GE Shareholders at any time before a Demand Registration for the General Atlantic Shareholders has been effected, unless one year has elapsed since the Company has become a reporting company under the Exchange Act and the Company is not then listed on a Recognized Stock Exchange outside of the United States; (C) a Demand Registration for any Holders who are not General Atlantic Shareholders or GE Shareholders at any time before a Demand Registration for the GE Shareholders has been effected and (D) a Demand Registration if the Initiating Holders propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of less than US$10,000,000. For purposes of the preceding sentence, the filing of two or more Registration Statements in response to one demand shall specify (x) be counted as one Demand Registration. Each request for a Demand Registration by the aggregate Initiating Holders shall state the amount of the Registrable Securities proposed to be registered, (y) sold and the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the thereof. The Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and not be obligated to take any action pursuant to this Section 3.1 so long as the Company is eligible to file a Registration Statement on use Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form S-3 or F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Partiessuccessor thereto. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. Subject to the provisions of the Lock-up Agreements, subsections 2.1.4, 2.1.6 and Section 2.3 hereof and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.6 outstanding covering the Registrable Securities, at any time and from time to time on or after the Closing, (i) Subject to Section 4.4the Holders of at least fifteen percent (15%) of the then-outstanding number of Registrable Securities or (ii) Cantor, any Investor Party shall have Odeon and their permitted designees (the right, for itself or together with one or more other Investor Parties, to “Demanding Holders”) may make a written request from time-to-time (a “Demand Registration Request”) to the Company demand for Registration of all or part of their Registrable Securities, which written demand shall describe the Registrable Securities held by amount and type of securities to be included in such Investor Party Registration and the intended method(s) of distribution thereof (such written demand, a “Demand Registration”). . The Company shall, within five (ii5) Each Business Days of the Company’s receipt of the Demand Registration Request shall specify (x) the aggregate amount Registration, notify, in writing, all other Holders of Registrable Securities proposed of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be registeredentitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall file a registration statement covering all Registrable Securiites with the SEC to effect Registration, as soon thereafter as practicable, and such Registration shall be declared effective by the SEC not more than thirty (y30) days after the intended method or methods Company’s receipt of disposition thereof and (z) whether the Demand Registration Request is for requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an Underwritten Offering or a Shelf Registration aggregate of three (a “Shelf Registration Request”). (iii3) Upon receipt of Registrations pursuant to a Demand Registration Requestunder this subsection 2.1.1 with respect to any or all Registrable Securities; provided, the Company shall prepare and file with the Commission however, that a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is shall not be counted for a Shelf Registration, and the Company is eligible to file such purposes unless a Registration Statement on Form F-3S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”), the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating or if available to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor PartiesCompany, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 S-3 or any other similar short form registration statement that may be available at such time (“Form S-3”), has become effective and all of the Company is then permitted Registrable Securities requested by the Requesting Holders to use pursuant to Rule 415 under be registered on behalf of the Securities Act (Requesting Holders in such Form S-1 or such other Registration Statement S-3, as the Board case may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time be, Registration have been sold, in accordance with the methods Section 3.1 of distribution elected by such Investor Partiesthis Agreement. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. ​ (i) Subject Following the Listing, subject to Section 4.4, any Investor Party shall have the right, for itself or together with one or more other Investor Parties, to make a written request from time-to-time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Investor Party (a “Demand Registration”).. ​ (ii) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registered, (y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement.. ​ (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties.. ​ (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.. ​ ​

Request for Demand Registration. Subject to Sections 3 and 6 of this Agreement, any Eligible Holder or Eligible Holders may, in respect of Registrable Shares held by them, collectively initiate a total of three requests at any time after 120 days from the date of any initial public offering of the Shares for the registration or qualification of Registrable Shares in any Eligible Jurisdiction. Each of the registrations and/or qualifications under this Section 2 that satisfies the requirements set forth in Section 3 of this Agreement shall be referred to hereof as a "Demand Registration"; provided that a single registration or qualification shall constitute a single Demand Registration for purposes of Section 2(b) of this Agreement, even if more than one Eligible Holder includes Registrable Shares in such registration or qualification. Each Eligible Holder requesting a Demand Registration shall be referred to hereof as a "Requesting Holder". (ia) Each request for a Demand Registration shall be in writing and shall specify the number of the Registrable Shares proposed to be sold, the intended method of disposition and the jurisdictions in which registration and/or qualification is desired, provided that only Eligible Jurisdictions may be selected. (b) Subject to Section 4.4section 6 of this Agreement, any Investor Party shall have within 10 days after the right, for itself or together with one or more other Investor Parties, to make receipt of such a written request from time-to-time (a “Demand Registration Request”) Requesting Holder or group of Requesting Holders, the Corporation shall give notice thereof to the Company for Registration other Holders. The Corporation shall include in such registration and/or qualification any Registrable Shares that any other Holder (an "Electing Holder") requests be included, provided that the Corporation receives such request within 15 days after the Corporation delivers its notice pursuant to this paragraph (b) of all this Section. Subject to Section 4 of this Agreement, the Corporation shall be entitled to include in any offering made pursuant to a Demand Registration, authorized but unissued Shares or part of the Registrable Securities Shares held by shareholders other than the Holders; provided, however, that such Investor Party inclusion shall be permitted only to the extent that it is pursuant and subject to the terms of any underwriting agreement or arrangements entered into by the Requesting Holder(s) (a “Demand Registration”). (ii) Each Demand Registration Request shall specify (x) it being understood that to the aggregate amount of Registrable Securities proposed extent that any offering made pursuant to be registered, (y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, is not an underwritten offering no such inclusion of authorized but unissued Shares or Shares held by shareholders other than the Company Holders shall prepare and file with be permitted without the Commission a Registration Statement registering the offer and sale consent of the number Requesting Holders); and type of Registrable Securities on provided further, however, that no Shares held by shareholders other than the terms and conditions specified Holders shall be entitled to be included unless such shareholders shall agree in the Demand Registration Request writing to pay their expenses referred to in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions Section 8 of this Agreement. (vc) If the Demand Registration Request is Subject to Section 6 of this Agreement, no later than 45 days after receipt of a request for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3Demand Registration, the Company Corporation shall promptly file with the Commission SEC a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) registration statement relating to the offer and sale of Registrable Securities Shares by the initiating Investor Parties from time-to-time Holder(s) on Form F-3 if such Form is available, and otherwise on such form as is available to the Corporation or a prospectus with those Canadian jurisdictions designated by the Holder pursuant to this Section and thereafter the Corporation shall use its best efforts (A) to cause the registration statement or prospectus, as the case may be, to become effective or filed in final form as promptly as practicable and to remain effective for the periods specified in Section 3 of this Agreement and (B) to cause such Registrable Shares to be registered or qualified for distribution to the public in accordance with applicable securities laws (including, for greater certainty, applicable blue sky laws of applicable United States jurisdictions) and to remain effective for the methods periods specified in Section 3 of distribution elected by such Investor Parties. (vi) If on this Agreement. Notwithstanding anything to the date contrary in this Agreement, Requesting Holders may initiate more than three requests for a Demand Registration if the Corporation is able to utilize a short-form registration statement or prospectus, and proposed registrations or qualifications which are, for any reason, not completed shall not be considered to be one of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it three requests allocated to be appropriate each Eligible Holder pursuant to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registeredthis Section.

Request for Demand Registration. (i) Subject to Section 4.4At any time from the date hereof, any Investor Party shall have the rightBuyers, for itself their successors-in-interest or together with one their affiliates may, or more other Investor Partiesif such Persons no longer hold Registrable Securities, to make a written request from time-to-time (a “Demand Registration Request”) to the Company for Registration of all or part Holders holding at least 25% of the Registrable Securities held by all of the Holders (such Investor Party Person or Persons, the "Initiating Holders") may, request the registration under the Act, and registration or qualification under the securities or blue sky laws of any jurisdiction designated by such Holder or Holders (each such registration under this Section 3(a) that satisfies the requirements set forth in Section 3(b) is referred to herein as a “"Demand Registration”). ") of a number of Registrable Securities that together with the number of Registrable Securities requested by other Holders to be included pursuant to this Section 3(a) either (a) represent at least 25% of the Registrable Securities held by the Holders (whether or not a Holder as of the date hereof) as of the date hereof or, if the Merger is consummated, as of the Closing Date (as defined in the Merger Agreement) or (b) have an estimated market value at the time of such request (based upon the then market price of a share of Common Stock) of at least $2,000,000. Notwithstanding the foregoing, (i) the Company will not be required to effect a Demand Registration within the period beginning on the effective date of a registration statement filed by the Company on its behalf and ending on the expiration of any lock-up period reasonably required by the underwriters, if any, in connection therewith, and (ii) in no event shall the Company be required to effect more than two Demand Registrations. For purposes of clause (ii) of the preceding sentence, two or more registrations filed in response to one demand shall be counted as one registration statement. Each such request for a Demand Registration Request by the Initiating Holders in respect thereof shall specify (x) the aggregate amount of the Registrable Securities proposed to be registeredsold, (y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request jurisdictions in which registration or qualification is desired. Upon a request for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with take such steps as are necessary or appropriate to prepare for the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under registration of the Securities Act relating to the offer and sale of Registrable Securities by to be registered. Within 15 days after the initiating Investor Parties from time-to-time in accordance with the methods receipt of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3request, the Company shall promptly file with the Commission give written notice thereof to all other Holders and include in such registration all Registrable Securities held by a Shelf Registration Statement on Form F-1 or any other form that Holder from whom the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating has received a written request for inclusion therein at least 10 days prior to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date filing of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request registration statement. Each such request shall also specify the aggregate amount number of Registrable Securities to be registered, the intended method of disposition thereof and the jurisdictions in which registration or qualification is desired. Subject to Section 3(d), the Company shall be entitled to include in any registration statement and offering made pursuant to a Demand Registration, authorized but unissued shares of Common Stock, shares of Common Stock held by the Company as treasury shares or shares of Common Stock held by stockholders others than the Holders; provided, that such inclusion shall be permitted only to the extent that it is pursuant to and subject to the terms of the underwriting agreement or arrangements, if any, entered into by the Initiating Holders exercising the Demand Registration rights.

Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 4.49.2, any Investor Party shall have the right, for itself or together with one Holders of 51% or more other Investor Partiesof all Registrable Securities at any time outstanding may at any time give to the Company, pursuant to make this clause (i), a written request from time-to-time (a “Demand Registration Request”) to for the registration by the Company for Registration under the Securities Act of all or any part of the Registrable Securities held by of such Investor Party Holders (such registration being herein called a “"Demand Registration”"). Within 10 days after the receipt by the Company of any such written request, the Company will give written notice of such registration request to all Holders of Registrable Securities. (ii) Each Subject to the limitations contained in the following paragraphs of this Section 9.2, after the receipt of such written request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration Request all Registrable Securities with respect to which the Company shall specify receive from Holders of Registrable Securities, within 30 days after the date on which the Company shall have given to all Holders a written notice of registration request pursuant to Section 9.2(a)(i) hereof, the written requests of such Holders for inclusion in such Demand Registration, and (xB) the aggregate amount Company will use its best efforts in good faith to effect promptly the registration of all such Registrable Securities. All written requests made by Holders of Registrable Securities proposed pursuant to this clause (ii) will specify the number of shares of Registrable Securities to be registered, (y) registered and will also specify the intended method or methods of disposition thereof and (z) whether thereof. Such method of disposition shall, in any case, be an underwritten offering if an underwritten offering is requested by Holders of 51% or more of the Registrable Securities to be included in such Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”)Registration. (iii) Upon receipt of The Company shall not be required to file a registration statement under this Section 9.2(a) unless the Holders requesting such Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type propose to dispose of Registrable Securities on having an aggregate anticipated disposition price (before deduction of underwriters commission and Registration Expenses) of at least $5,000,000; provided, however, that if the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale aggregate number of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected held by such Investor Parties, subject to all applicable provisions Holders have an aggregate anticipated disposition price of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3less than $5,000,000, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or Holders of such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods may request registration of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of so long as all Registrable Securities are requested to be registered.

Request for Demand Registration. (i) Subject to the limitations contained in the following paragraphs of this Section 4.42, (A) any Investor Party shall have the right, for itself or together with one Stockholders who collectively hold 50% or more other of all Investor PartiesRegistrable Securities may at any time and from time to time pursuant to this subparagraph (i), to make a written request from time-to-time (a “Demand Registration Request”) to for the registration by the Company for Registration under the Securities Act of all or any part of the Investor Registrable Securities held by of such Investor Party Stockholders (such registration being herein called a “Demand Registration”) and (B) if the entire principal amount of the Convertible Note has been converted into Convertible Note Shares prior to the second anniversary hereof, ▇▇▇▇▇▇▇ may, subject to Section 2(b), make a written request for the registration by the Company under the Securities Act of such Convertible Note Shares (such registration being called herein a “Note Share Registration”). Within ten (10) days after the receipt by the Company of any such written request for a Demand Registration, the Company will give written notice of such registration request to all Holders of Registrable Securities. (ii) Each Subject to the limitations contained in the following paragraphs of this Section 2, after the receipt of such written request for a Demand Registration, (A) the Company will be obligated and required to include in such Demand Registration Request all Registrable Securities with respect to which the Company shall specify receive from Holders of Registrable Securities, within thirty (x30) days after the date on which the Company shall have given to all Holders a written notice of registration request pursuant to Section 2(a)(i) hereof, the written requests of such Holders for inclusion in such Demand Registration, and (B) the aggregate amount Company will use its best efforts in good faith to effect promptly the registration of all such Registrable Securities. All written requests made by Holders of Registrable Securities proposed pursuant to be registered, this subparagraph (yii) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of will specify the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount shares of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall registered and will also specify the aggregate amount intended method of Registrable Securities to be registereddisposition thereof.

Request for Demand Registration. (i) Subject to Section 4.4Following the first annual anniversary of the closing date of the IPO, any Investor Party Holder shall have the right, for itself or together with one or more other Investor Parties, right to make a written request from time-to-time to time (a “Demand Registration Request”) to the Company for Registration of all or part of the Registrable Securities held by such Investor Party that Holder; provided that any Person who is a Holder solely by virtue of clause (a “Demand Registration”)iv) of the definition of Holder may not make demand for an Underwritten Offering pursuant to this Section 3.1(a) or Section 3.2 below. (ii) Each Demand Registration Request shall specify (x) the aggregate amount of Registrable Securities proposed to be registered, (y) the intended method or methods of disposition thereof thereof, and (z) whether the Demand Registration Request is for an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”)Registration. (iii) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Registration Request in accordance with the intended timing and method or methods of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and the Company is eligible to file a Registration Statement on Form F-3S-3, the Company shall promptly file with the Commission SEC a Shelf shelf Registration Statement on Form F-3 S-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties Holders thereof from time-to-time to time in accordance with the methods of distribution elected by such Investor PartiesHolders, subject to all applicable provisions of this Agreement. (viv) If the Demand Registration Request is for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3S-3, the Company shall promptly file with the Commission SEC a Shelf Registration Statement on Form F-1 S-1 or any other form that the Company is then permitted to use pursuant to Rule 415 under the Securities Act (or such other Registration Statement as the Board of Directors may determine to be appropriate) relating to the offer and sale of Registrable Securities by the initiating Investor Parties Holders thereof from time-to-time to time in accordance with the methods of distribution elected by such Investor PartiesHolders. (viv) If on the date of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board of Directors determines it to be appropriate to do so) include an unspecified amount of Registrable Securities to be sold by unspecified Investor Parties; Holders, if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered.

Request for Demand Registration. (i) Subject to the conditions of this Section 4.43(a), any Investor Party if the Company shall have the right, for itself or together with one or more other Investor Parties, to make receive a written request from time-to-time (a “Demand Registration Request”) to the Initiating Holders on one or more occasions that the Company for Registration file a registration statement under the Securities Act, on Form S-1 ("Long-Form Registration"), Form S-3 ("Short-Form Registration"), or any successor form thereto (any such registration, a "Demand Registration"), covering the registration of shares of Common Stock, then the Company shall, as expeditiously as reasonably possible and subject to Section 9(b), effect the registration under the Securities Act of all or part Registrable Securities that the Initiating Holders have requested to be registered; provided, that for any registration pursuant to this Section 3(a), the aggregate market value (calculated based upon the Market Price of the Registrable Securities held by on the date on which the Company receives the written request for such Investor Party (a “Demand Registration”). (iiregistration) Each Demand Registration Request shall specify (x) of the aggregate amount of Registrable Securities proposed to be registered, registered (y) the intended method or methods of disposition thereof and (z) whether the Demand Registration Request is for included in a takedown from a Resale Shelf involving an Underwritten Offering or a Shelf Registration (a “Shelf Registration Request”). (iiiOffering) Upon receipt of a Demand Registration Request, the Company shall prepare and file with the Commission a Registration Statement registering the offer and sale must be at least $15 million as of the number and type date of the request for such registration or takedown (or at least $5 million as of the date of such request, calculated based upon the Market Price of the Registrable Securities on the terms and conditions specified such date, in the Demand Registration Request event that the Registrable Securities to be registered (or included in accordance with a takedown from a Resale Shelf involving an Underwritten Offering) constitute all Registrable Securities as of the intended timing and method or methods date of distribution thereof specified in the Demand Registration Request. (iv) If a Demand Registration Request is for a Shelf Registration, and such request). At any time when the Company is eligible to file a Registration Statement registration statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities by the initiating Investor Parties from time-to-time in accordance with the methods of distribution elected by such Investor Parties, subject to all applicable provisions of this Agreement. (v) If the Demand Registration Request is S-3 for a Shelf Registration and the Company is not eligible to file a Registration Statement on Form F-3, the Company shall promptly file with the Commission a Shelf Registration Statement on Form F-1 or any other form that the Company is then permitted to use secondary offering of equity securities pursuant to Rule 415 under the Securities Act (a "Resale Shelf"), any registration statement requested pursuant to this Agreement shall be made as a Resale Shelf. Following the effectiveness of a Resale Shelf, any resale of shares of Common Stock pursuant to this Agreement shall be in the form of a "takedown" from such Resale Shelf rather than a separate registration statement. Each Designated Shareholder agrees that, except as required by applicable law, such Designated Shareholder shall treat as confidential the submission of a request for registration and shall not disclose or use the information contained in such other Registration Statement request without the prior written consent of the Company until such time as the Board may determine to be appropriate) relating information contained therein is or becomes available to the offer and sale public generally, other than as a result of Registrable Securities disclosure by the initiating Investor Parties from time-to-time a Designated Shareholder in accordance with the methods of distribution elected by such Investor Parties. (vi) If on the date breach of the Shelf Registration Request the Company is a WKSI, then any Shelf Registration Statement may (if the Board determines it to be appropriate to do so) include an unspecified amount terms of Registrable Securities to be sold by unspecified Investor Parties; if on the date of the Shelf Registration Request the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registeredthis Agreement.