Common use of Requests for Registration Clause in Contracts

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to At any time after one hundred twenty (120) days from the terms and conditions date of this Agreement and of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities Initiating Holders may request registration under the Securities Act of all or any portion part of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributionSecurities. Within five ten (510) Business Days days after receipt of any such request, Pubco shall the Company will give written notice of such requested registration to all other holders Holders of Registrable Securities and, subject and any other stockholder having registration rights which entitle it to the terms and conditions set forth herein, shall participate in such registration. The Company will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco it has received written requests for inclusion therein within five fifteen (515) Business Days days after the receipt of Pubco’s the Company's notice. Each holder The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities agrees that such holder shall treat will be entitled to request one Demand Registration hereunder. A registration will not count as confidential a Demand Registration until it has become effective. Should the receipt Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration and shall has not disclose or use been filed; provided, however, that the information contained in such notice maximum amount of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available liquidated damages payable to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementHolders hereunder shall be $100,000.

Requests for Registration. Subject to the terms and conditions of this Agreement and Agreement, each of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities Demand Parties may request the Company to file with the SEC a registration statement under the Securities Act registering the offer and sale of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, or on Form S-3 or any similar short-form registration statement (“Short-Form Registrations”) if available, on Form S-3 (including in each case, to permit secondary sales of such Registrable Securities. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Demand Party making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities the holder(s) making such request requested to be registered and the intended method of distribution. Within five (5) Business Days ten days after receipt of any such request, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days ten days after the receipt of Pubcothe Company’s notice; provided that, with the consent of the holders of at least a majority of the Parthenon Investor Registrable Securities or ▇▇▇▇▇ Investor Registrable Securities requesting such registration, the Company may provide notice of the Demand Registration to all other holders of Registrable Securities within three business days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the any notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the such holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at any time or from time to timeAgreement, the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations”. The holders of a shelf majority of the Registrable Securities making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days ten days after receipt the filing of any such requestthe registration statement relating to the Demand Registration, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Company’s notice. Each holder ; provided that, with the consent of the holders of at least a majority of the Registrable Securities requesting such registration, the Company may provide notice of the Demand Registration to all other holders of Registrable Securities within three business days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to At any time following the terms and conditions of this Agreement and first anniversary of the Lock-Up AgreementsClosing Date, at any time or from time to time, the holders of Registrable Securities CDR Investor may request in writing, on behalf of CDR Investor Group, that the Company effect the registration under the Securities Act of all or any portion part of their the Registrable Securities on Form S-1 or any similar long-form registration statement held by CDR Investor Group (a “Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration StatementRequest”), if available provided that, prior to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred the second anniversary of the Closing Date, the number of shares of Common Stock to herein as be sold by CDR Investor Group pursuant to a Registration Request shall be limited to an amount that will not cause the “Initiating Investors” and all registrations requested CDR Percentage Interest to be less than 35%. At any time following the 180th day after the Closing Date, the Family Group Representative may make a Registration Request on behalf of the Family Group, provided that the number of shares of Common Stock to be sold by the Initiating Investors being referred Family Group pursuant to herein as “Demand Registrations”)such Registration Request (i) shall equal 50% of the Initial Family Group Shares if such Registration Request is made prior to the first anniversary of the Closing Date, and (ii) shall equal at least 50% of the Initial Family Group Shares if such Registration Request is made following the first anniversary of the Closing Date, and, provided further, that such sale shall not be prohibited under the Support Agreement. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days Promptly after its receipt of any such requestRegistration Request, Pubco shall the Company will give written notice of such requested registration request to all other holders Stockholders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities and, subject that have been requested to be registered in the Registration Request or by any other Stockholders by written notice to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein Company given within five (5) fifteen Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that date the Company has given such holder shall treat as confidential the receipt Stockholders notice of the notice of Demand Registration and shall not disclose Request. The Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 2.1. Any registration requested by CDR Investor or use by the information contained Family Group Representative pursuant to Section 2.1(a) or 2.1(c) is referred to in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than this Agreement as a result of disclosure by the holder in breach of the terms of this Agreement“Demand Registration”.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at any time or from time to timeAgreement, the holders of Registrable Securities Majority Holders may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and the Majority Holders may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Majority Holders making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Corporation is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Corporation, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, if available within ten days after the filing of the registration statement relating to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by Demand Registration, the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco Corporation shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Corporation has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Corporation’s notice; provided that, with the consent of Holders representing at least a majority of the Registrable Securities requesting such registration, the Corporation may provide notice of the Demand Registration to all other Holders prior to the non-confidential filing of the registration statement with respect to the Demand Registration. Each holder of Registrable Securities Holder agrees that (1) such holder notice constitutes MNPI and that it will not engage in any transaction in any securities of the Corporation until such notice and the information contained therein ceases to constitute MNPI and (2) such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Corporation until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the following paragraphs of this Section 2(a), each holder (or group of holders) of Registrable Securities shall have the right from time to time by delivering a written notice to the Company (a “Demand Notice”) to require the Company to register, pursuant to the terms and conditions of this Agreement under and in accordance with the provisions of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”); provided, however, that (i) a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by the participating holders of Registrable Securities is reasonably expected by such holders of Registrable Securities to result in aggregate gross cash proceeds in excess of $50 million (before deducting any underwriting discount or commission) and (ii) the intended method Company shall not be obligated to effect more than one such Demand Registration in any 180-day period without the consent of distributiona majority of the board of directors of the Company. Within five (5) Business Days Following receipt of a Demand Notice, the Company shall file a Registration Statement with respect to the Registrable Securities covered in such Demand Notice and otherwise requested to be included in such Registration Statement in accordance with this Section 2(a), as promptly as practicable, but not later than 45 days after receipt of such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Any Demand Registration may be required by the holder(s) of Registrable Securities making such demand to be on an appropriate form under the Securities Act (including Form S-3ASR or any successor form that becomes effective upon filing with the SEC if the Company is then eligible to use such requestform) in accordance with such holder(s) intended methods of distribution, Pubco as shall be set forth in the Registration Statement, and Rule 415 under the Securities Act. Within 10 days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andand shall, subject to the terms and conditions set forth hereinprovisions of Section 2(b) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has the Company received written requests for inclusion therein within five (5) Business Days 15 days after such Notice is given by the receipt Company to such holders. All requests made pursuant to this Section 2 will specify the number of Pubco’s noticeRegistrable Securities to be registered and the intended methods of disposition thereof. Each holder of Registrable Securities agrees that which has requested to include Registrable Securities in any Registration Statement pursuant to this Section 2(a) shall furnish to the Company in writing such other information regarding such holder and the distribution proposed by such holder as the Company reasonably requests specifically for use in connection with such Registration Statement. The Company shall treat as confidential be required to maintain the receipt effectiveness of the notice of Registration Statement with respect to any Demand Registration and shall not disclose for a period of at least 180 days after the effective date thereof or use the information contained such shorter period in which all Registrable Securities included in such notice of Demand Registration without Statement have actually been sold pursuant to such Registration Statement. Notwithstanding the prior written consent of Pubco until such time as the information contained therein is or becomes available foregoing, no Stockholder shall be entitled to include its Registrable Securities in any Shelf Registration Statement filed pursuant to this Section 2, if and to the public generallyextent such Registrable Securities are then registered under an effective and available Shelf Registration Statement or Exchange Registration Statement filed pursuant to Section 3 (nor, other than as for the avoidance of doubt, shall any Stockholder be entitled to deliver any Demand Notice for the filing of a result of disclosure by the holder in breach of the terms of Shelf Registration Statement pursuant to this AgreementSection 2 with respect to any Registrable Securities so registered).

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to timeand after the date that is 180 days following the IPO, the holders of Registrable Securities Demand Holders, through their respective Representatives, may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”), and Demand Holders, through their respective Representatives, may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (“Short-Form Registrations”) if available; provided that the Company shall not be obligated to file registration statements relating to any Long-Form Registration or Short-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $75 million (or, if availableless, on Form S-3 (including such Registrable Securities represent all Registrable Securities then held by the Demand Holder requesting such registration). All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Demand Holder making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Corporation is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Corporation, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as upon receipt of the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a the Demand Registration Registration, the Corporation shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five as promptly as reasonably practicable (5) Business Days but in no event later than ten days after receipt of any such request, Pubco shall the request for the Demand Registration) give written notice of such requested registration the Demand Registration to all other holders of Holders who hold Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Corporation has received written requests for inclusion therein within five (5i) Business Days 15 days, in the case of any notice with respect to a Long-Form Registration, or (ii) ten days, in the case of any notice with respect to a Short-Form Registration, after the receipt of Pubcothe Corporation’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential Notwithstanding the receipt of foregoing, the notice of Demand Registration and Corporation shall not disclose be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or use the information any similar provision contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder underwriting agreement entered into in breach of the terms of this Agreementconnection with any underwritten Public Offering.

Requests for Registration. (a) Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsSection 1.2, at any time or and from time to timetime on or after the Effective Time, the holders any Series 1 Holder that owns at least 20,000 shares of Registrable Securities Series 1 Preferred may request registration under the Securities Act of all or any portion part of their Registrable Securities (i) on Form S-1 or any similar long-form registration statement (“any such registration, a "Long-Form Registrations”Demand Registration"), or (ii) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”)any such registration, if available to Pubco (“a "Short-Form Registrations”Demand Registration") in accordance with if the Company qualifies to use such form. Thereafter, the Company will use its best efforts to promptly effect the registration of such Registrable Securities under the Securities Act on the form requested by the holder or holders making such registration request. All registrations requested pursuant to this Section 2(b) and Section 2(c) below (such holders being 1.1 are referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “"Demand Registrations”). Each ." Upon receipt of a request for a Demand Registration, the Company will give prompt written notice (in any event within three (3) Business Days after its receipt of such request) of the request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms not making such request and conditions set forth herein, shall will include in such registration (and in Demand Registration all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five ten (510) Business Days days after the receipt of Pubco’s the Company's notice. Each holder The holders of the Registrable Securities agrees that making any such holder shall treat as confidential registration request may, at any time prior to the receipt effective date of the notice of registration statement relating to any Demand Registration, revoke such Demand Registration and shall not disclose or use the information contained in such request by providing written notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generallyCompany. (b) No later than sixty (60) days after the Effective Time, other than as the Company shall prepare and file with the SEC a result registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of disclosure the Securities Act (a "Shelf Registration") registering the resale from time to time by the holder Investors of all the Registrable Securities (the "Initial Shelf Registration"). The registration statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by the Investors. If the Initial Shelf Registration or any Subsequent Shelf Registration ceases to be effective for any reason at any time, the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in breach any event shall within thirty (30) days of such cessation of effectiveness amend the Shelf Registration in a manner reasonably expected to obtain the withdrawal of the terms of this Agreementorder suspending the effectiveness thereof, or to promptly file an additional Shelf Registration covering all the Registrable Securities (a "Subsequent Shelf Registration").

Requests for Registration. Subject to the terms and conditions of this Agreement and of any lock-up agreement executed with the Lock-Up Agreementsunderwriters in connection with the IPO, at any time or from time to time, the holders of Registrable Securities each Original Equity Owner may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”), and each Original Equity Owner may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (“Short-Form Registrations”) if available; provided that the Company shall not be obligated to file registration statements relating to any Long-Form Registration or Short-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $15 million (or, if availableless, on Form S-3 (including such Registrable Securities represent all Registrable Securities then held by the Original Equity Owner requesting such registration). All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Original Equity Owner making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Corporation is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Corporation, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as upon receipt of the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a the Demand Registration Registration, the Corporation shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five as promptly as reasonably practicable (5) Business Days but in no event later than ten days after receipt of any such request, Pubco shall the request for the Demand Registration) give written notice of such requested registration the Demand Registration to all other holders of Holders who hold Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Corporation has received written requests for inclusion therein within five (5i) Business Days 15 days, in the case of any notice with respect to a Long-Form Registration, or (ii) ten days, in the case of any notice with respect to a Short-Form Registration, after the receipt of Pubcothe Corporation’s notice. Each holder of Registrable Securities Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Corporation or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement. Notwithstanding the foregoing, the Corporation shall not be required to take any action that would otherwise be required under this Section 2 or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at any time or from time to timeAgreement, the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations”. The holders of a shelf majority of the Registrable Securities making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days ten days after receipt the filing of any such requestthe registration statement relating to the Demand Registration, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Company’s notice. Each holder ; provided that, with the consent of the holders of at least a majority of the Registrable Securities requesting such registration, the Company may provide notice of the Demand Registration to all other holders of Registrable Securities within three Business Days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at any time or from time to timeAgreement, the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statementstatement (“Short-Form Registrations”), including if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations”. The holders of a majority of the Registrable Securities making a Demand Registration that is a Short-Form Registration may request that the registration be made pursuant to Rule 415 (a “Shelf Registration”) and, if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days ten days after receipt of any such request, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwritingunderwriting agreement) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Company’s notice. Each holder ; provided that, with the consent of the holders of at least a majority of the Registrable Securities requesting such registration, the Company may provide notice of the Demand Registration to all other holders of Registrable Securities within three business days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. (i) Subject to the following paragraphs of this Section 3(a), and the limitations on the number of Demand Registrations under Section 3(e), if any shares of Series A Preferred Stock are converted or, within the following forty-five (45) days, required or entitled to be converted, the Requisite Series A Preferred Holders (such Holders, a “Demand Registration Holder”) shall have the right, by delivering a written notice to the Corporation, to require the Corporation to register pursuant to the terms of this Agreement, under and conditions in accordance with the provisions of the Securities Act, the offer and sale of the number or dollar amount of Registrable Securities constituting Conversion Stock requested to be so registered pursuant to the terms of this Agreement and of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar or successor long-form registration statement (such registration form utilized hereunder, a “Long-Form RegistrationsRegistration”) or, if available, on or Form S-3 or any similar or successor short-form registration (including such registration form utilized hereunder, a shelf registration “Short-Form Registration”) (any such written notice delivered pursuant to this clause, a “Demand Notice” and any such registration, a “Demand Registration”). The Demand Registration Holder may, in connection with any Demand Registration that is on Short-Form Registration, require the Corporation to file such Registration Statement with the SEC in accordance with and pursuant to Rule 415 under the Securities Act) or any similar short-form registration statementAct including, including if the Corporation is then eligible, as an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “registration. Following receipt of a Demand Registrations”). Each request Notice for a Demand Registration in accordance with this Section 3(a), the Corporation shall specify use its reasonable best efforts to file a Registration Statement as promptly as practicable (but not later than sixty (60) days after the approximate number Demand Notice is delivered) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof; provided, that, in connection with such Registration Statement, the Corporation shall in good faith consider any underwriter recommendations from the Demand Registration Holder, but shall otherwise have no obligation to implement any such recommendations. Notwithstanding anything to the contrary in this Agreement, no Demand Notice may be provided prior to the closing of an IPO or QPO. In addition, during the Lock-Up Period, if any, no Demand Notice may be given if the proposed effective date for the Registration Statement thereof is a date prior to the expiration of such Lock-Up Period. (ii) No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if (A) the Registration Statement relating thereto does not become effective other than as a direct consequence of a material default or material breach by such Demand Registration Holder, (B) the Registration Statement relating thereto is not maintained effective for the period required pursuant to this Section 3, (C) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the SEC during such period, (D) the request for registration is withdrawn by the requesting Demand Registration Holder for any reason within ten (10) Business Days of the Demand Notice, (E) less than the lesser of Registrable Securities constituting Conversion Stock representing the then applicable Priority Amount or seventy-five percent (75%) of the Registrable Securities constituting Conversion Stock requested by the Demand Registration Holder for inclusion in such registration are so included pursuant to Section 3(b), (F) pursuant to clause (c) or clause (d) below, or (G) in the event of an underwritten offering, the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than as a direct consequence of a material default or material breach by such Demand Registration Holder; provided, however, in each case, that such requesting Demand Registration Holder shall be registered and the intended method of distribution. entitled to an additional Demand Registration in lieu thereof. (iii) Within five (5) Business Days after receipt by the Corporation of any such requesta Demand Notice in accordance with this Section 3(a), Pubco the Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andHolders and shall, subject to the terms and conditions set forth hereinprovisions of Section 3(b), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities constituting Conversion Stock with respect to which Pubco has the Corporation received written requests for inclusion therein within five (5) Business Days after such Notice is given by the receipt of Pubco’s notice. Each holder Corporation to such Holders; provided, however, that the Corporation shall only be required to deliver any Notice as provided in Section 4(a). (iv) All requests made pursuant to this Section 3 shall specify the number or dollar amount of Registrable Securities agrees constituting Conversion Stock to be included for registration and the intended methods of disposition thereof. (v) The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such holder period shall treat as confidential be extended for a period of time equal to the receipt period the Holders are required to refrain from selling any securities included in such Registration Statement at the request of the notice of Demand Registration and shall not disclose Corporation or use an underwriter selected by the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available Corporation pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms provisions of this Agreement; provided, further, that if such registration is a shelf registration statement that permits sales of Common Stock on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a “Shelf Registration Statement”), such Demand Registration shall only be deemed to have been effected if such Registration Statement remains effective for the lesser of (i) 365 days and (ii) until all Registrable Securities registered thereunder have actually been sold. (vi) Without limiting the foregoing, within ten (10) Business Days after the Corporation becomes eligible to file a Shelf Registration Statement or, if earlier, at any time within the thirty (30) day period before the Corporation reasonably expects it will become so eligible, the Corporation shall give written notice (the “Shelf Notice”) to all Holders and shall include in such registration all Registrable Securities constituting Conversion Stock of the Investors. The Corporation shall as promptly as practicable, and in any event within twenty (20) Business Days after the giving of the Shelf Notice, file with the SEC a Shelf Registration Statement with respect to such Registrable Securities to be included in accordance with the foregoing sentence and shall amend such Shelf Registration Statement at such times and as reasonably requested by Holders so as to permit the inclusion of any Registrable Securities constituting Conversion Stock therein. With respect to any Shelf Registration Statement covering Registrable Securities, the Corporation shall use its reasonable best efforts (if the Corporation is not eligible to use an automatic Shelf Registration Statement at the time of filing) to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus forming a part thereof to be usable by the applicable Holder until the date as of which all Registrable Securities included in such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder).

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to timeand after 180 days following the IPO, Controlling Holders holding at least a majority of the holders of Registrable Securities held by all Controlling Holders may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and Controlling Holders holding at least a majority of the Registrable Securities held by all Controlling Holders may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available; provided that the Corporation shall not be obligated to file any registration statement related to any Long Form Registration or Short Form Registration under this Section 2(a) unless the Long Form Registration or Short Form Registration is reasonably expected to register at least $10.0 million in Registrable Securities held by the Controlling Holders making the request. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Controlling Holders making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Corporation is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Corporation, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as . Following the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a the Demand Registration shall specify Registration, the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco Corporation shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Corporation has received written requests for inclusion therein within fifteen (15) days after the receipt of the Corporation’s notice; provided that the Corporation shall provide notice of the Demand Registration to all other Holders no later than five (5) Business Days after days prior to the receipt non-confidential filing of Pubco’s noticethe registration statement with respect to the Demand Registration. Each holder of Registrable Securities Holder agrees that (1) such holder notice constitutes MNPI and that it will not engage in any transaction in any securities of the Corporation or until such notice and the information contained therein ceases to constitute MNPI and (2) such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Corporation until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement. Notwithstanding the foregoing, the Corporation shall not be required to take any action that would otherwise be required under this Section 2 if such action would violate any lock-up or hold-back provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at At any time or and from time to timetime the Company shall, upon the holders request of the ▇▇▇▇▇▇▇ Stockholders (treated as one stockholder) or the HCI Stockholders (treated as one stockholder) or any of their Permitted Transferees register the resale, including on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, of all or any portion of their Registrable Securities on Form S-1 under the Securities Act or another appropriate form (a “Long-Form Registration”) reasonably acceptable to the ▇▇▇▇▇▇▇ Stockholders (treated as one stockholder) and the HCI Stockholders (treated as one stockholder) or any of their Permitted Transferees, as applicable. At any time and from time to time after the Company becomes eligible to use Form S-3 under the Securities Act (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement (a “Short-Form Registration”) (i) the Company shall use its commercially reasonable efforts to convert any effective Long Form Registration that is a Shelf Registration to a Short Form Registration (which such conversion will not count as one of the permitted Demand Registrations) and (ii) each of the ▇▇▇▇▇▇▇ Stockholders (treated as one stockholder) and the HCI Stockholders (treated as one stockholder) or any of their Permitted Transferees may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all Registration. All registrations requested by the Initiating Investors being pursuant to this Section 2.1(a) are referred to herein as “Demand Registrations”). .” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributionregistered. Within Except as set forth in Section 2.1(c) below, within five (5) Business Days days after receipt of any such written request, Pubco the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five ten (510) Business Days days after the holders’ receipt of Pubcothe Company’s notice. Each holder of All such Stockholders electing to be included in an underwritten Demand Registration must sell their Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, underwriters selected as provided in Section 2.1(g) on the same terms and conditions as apply to any other than as a result of disclosure by the holder in breach of the terms of this Agreementselling stockholders.

Requests for Registration. Subject to Section 3.3, and further subject to the terms and conditions availability of this Agreement and of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form a registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including “Form S-3”) to the Company, the Company shall, upon the written request from the Stockholder, agree to register some or all of the Stockholder’s Registrable Securities, file with the Commission a shelf registration statement on Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act) or any similar short-form registration statementAct relating to the offer and sale of the Registrable Securities by the Stockholder and, including an automatic shelf thereafter, shall use its reasonable best efforts to cause such registration statement (to be declared effective under the Securities Act as defined soon as reasonably practicable after the filing thereof. Within ten days after receipt of any such request, the Company shall give written notice of such requested Registration to all other holders of Registrable Securities and shall include in Rule 405) (an “Automatic Shelf such Registration Statement”)all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided, if available however, that no holder of Registrable Securities shall be entitled to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (have the Registrable Securities held by it covered by such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each registration statement unless such holder has made a written request, which request for a Demand Registration shall specify specifies the approximate number of Registrable Securities requested to be registered and the intended method of distributionregistered. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such The Registration requested registration pursuant to all other holders of Registrable Securities and, subject this Section 3.1 is referred to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s noticeherein as a “Resale Registration”. Each holder of Registrable Securities agrees that shall be entitled to an unlimited number of Resale Registrations so long as it is an affiliate (as such holder shall treat as confidential term is used in the receipt Securities Act) of the notice of Demand Registration and Company; provided, that the Company shall not disclose or use be required to effect more than two Resale Registrations within any twelve-month period; provided, further, that the information contained Company agrees to deregister any Registrable Securities included in a Resale Registration if so requested by any holder of such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementRegistrable Securities.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, if, at any time or from time to timeduring the Effectiveness Period, there is not an Effective Registration Statement covering all of the Registrable Securities, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 S‑3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form short‑form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco the Company (“Short-Form Short‑Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating InvestorsHolders” and all registrations requested by the Initiating Investors Holders being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubcothe Company’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement. Each of the Registration Rights Holders holding a majority of the Registrable Securities shall be entitled to request an unlimited number of Short‑Form Registrations, in which the Company shall pay all Registration Expenses whether or not any such Short‑Form Registration has become effective; provided, however, that the Company shall not be obligated to effect any such Short‑Form Registration: (i) if the holders of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such Short‑Form Registration, propose to sell Registrable Securities with an aggregate market price at the time of request of less than $5,000,000, or (ii) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) Short‑Form Registrations for the holders of Registrable Securities requesting a Short‑Form Registration pursuant to this Section 2(c). Demand Registrations shall be Short‑Form Registrations whenever the Company is permitted to use any applicable short form registration and if the managing underwriters (if any) agree to the use of a Short‑Form Registration. For so long as the Company is subject to the reporting requirements of the Exchange Act, the Company shall use its reasonable best efforts to make Short‑Form Registrations available for the offer and sale of Registrable Securities. If the Company is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities or the Initiating Holder(s), as applicable, has filed with the Commission a registration statement under the Securities Act on Form S‑3 pursuant to Rule 415 (a “Shelf Registration”), then the Company shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if the Company is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to the Shelf Registration. If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S‑3, the Company shall prepare and file with the Commission a registration statement or registration statements on such form that is available for the sale of Registrable Securities.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at At any time or and from time to timetime after the date hereof, the holders of Registrable Securities may may, to the extent permitted in accordance with Section 1(b) and Section 1(c) hereof, request registration under the Securities Act of all or any portion of their Registrable Securities (i) on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, and/or (ii) on Form S-2 or S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all ). All registrations requested by the Initiating Investors being pursuant to this Section 1(a) are referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributionregistered. Within five (5) Business Days after receipt of any such request, Pubco The Company shall give prompt written notice of such requested registration to all other holders of Registrable Securities (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to the terms and conditions set forth hereinremainder of this Section 1, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Company’s notice. Each holder Notwithstanding the provisions of this Section 1(a) to the contrary, as long as the Company determines that such delay would not impair the ability of holders of Registrable Securities agrees that to participate in such holder registration (e.g., because the registration statement therefor is likely to be reviewed by the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the registration statement therefor is filed), at the request of the holders requesting such registration, the Company shall treat as confidential delay the notice of a Demand Registration requested in accordance with this Section 1 until the day after the registration statement with respect to such Demand Registration is filed, in which case, subject to the remainder of this Section 1, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the notice of Company’s notice; provided that in no event shall such Demand Registration and shall not disclose or use be closed unless such notice has been provided at least 20 days prior to the information contained closing thereof. Notwithstanding anything herein to the contrary, unless otherwise consented to by the holders of Registrable Securities initially requesting such registration, no other holder to whom such notice is provided may include in such notice of Demand Registration without a greater percentage of such holder’s Registrable Securities than the prior written consent percentage of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure Registrable Securities included by the holder in breach of the terms of this Agreementholders requesting such registration.

Requests for Registration. Subject to Section 2.7, a Series B Majority shall have the terms and conditions right to make up to two separate requests in writing that the Company effect the registration of this Agreement and all or a part of the Lock-Up AgreementsRegistrable Securities held by those Shareholders, at each such request to specify the registration form to be used and the intended method or methods of disposition of the Registrable Securities. The Company shall pay all Registration Expenses in connection with any time or from time registration pursuant to timethis Section 2.1, and all Selling Expenses shall be borne by the holders of Registrable Securities may request registration under the Securities Act securities so registered pro rata on the basis of all or any portion the number of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”)shares so registered. Each request for a Demand Registration registration pursuant to this Section 2.1 shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributionregistered. Within five (5) Business Days Promptly after receipt of any such request, Pubco shall the Company will give written notice of such the requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinSection 2.4 below, shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five fifteen (515) Business Days days after the receipt of Pubco’s the Company's notice. Each holder of Registrable Securities agrees that such holder shall treat A request for registration will not count as confidential a request for registration under this Section 2.1 until the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available Statement relating to the public generallyregistration has become effective, provided that, in any event, the Company will pay all Registration Expenses in connection with any registration pursuant to this Section 2.1, regardless of whether the Registration Statement relating thereto has become effective unless such Registration Statement is withdrawn at the request of a Series B Majority, other than as a result of disclosure by pursuant to Section 2.4, in which case the holder in breach of the terms of this AgreementSeries B Majority shall pay all such Registration Expenses.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to time, the holders of Registrable Securities each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Controlling Holder making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Corporation is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Corporation, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, if available within ten days after the filing of the registration statement relating to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by Demand Registration, the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco Corporation shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Corporation has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Corporation’s notice; provided that the Corporation shall provide notice of the Demand Registration to all other Holders prior to the non-confidential filing of the registration statement with respect to the Demand Registration. Each holder of Registrable Securities Holder agrees that (1) such holder notice constitutes MNPI and that it will not engage in any transaction in any securities of the Corporation until such notice and the information contained therein ceases to constitute MNPI and (2) such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Corporation until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement. Notwithstanding the foregoing, the Corporation shall not be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. Subject to the terms and conditions provisions of this Agreement and of the Lock-Up Agreements, at any time or from time to timeArticle VI, the holders of a majority of THL Securities that constitute Registrable Securities may shall have the right from and following the earlier of (i) the third anniversary of the Closing Date or (ii) 180 days following the consummation of the first Public Offering (the "THL Demand Right") to request registration under the Securities Act of all or any portion of their the Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested held by the Initiating Investors being referred THL Holders and the THL Limited Partners (the "Requesting THL Holders") by delivering a written notice to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate principal business office of the Company, which notice identifies the Requesting Holders and specifies the number of Registrable Securities requested to be registered included in such registration (the "Registration Request"). Subject to the provisions of this Article VI, from and following the intended method initial exercise by the Requesting THL Holders of distributiona THL Demand Right, RGHI shall have the right (the "RGHI Demand Right") to request registration under the Securities Act of all or any portion of the Registrable Securities held by RGHI by delivering a Registration Request to the principal business office of the Company. Within five (5) Business Days after receipt of any such requestSubject to the restrictions set forth in Section 6.1(d), Pubco shall the Company will give prompt written notice of such requested registration any Registration Request (the "Registration Notice") to all other holders of Registrable Securities and, subject and will thereupon use its commercially reasonable efforts to effect the registration (a "Demand Registration") under the Securities Act on any form available to the terms Company of: (i) the Registrable Securities requested to be registered by the Requesting THL Holders or RGHI, as applicable; and (ii) all other Registrable Securities of the same type and conditions set forth herein, shall include class which the Company has received a written request to register within 30 days after the Registration Notice is given and any securities of the Company proposed to be included in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementCompany for its own account.

Requests for Registration. Subject to (a) On or after the terms and conditions of this Agreement and first anniversary of the Lock-Up Agreements, at any time or from time to timeClosing, the holders of Registrable Securities Capital Z Holders (collectively), the Reservoir Holders (collectively) and the Rainwater Holders (collectively) may each request registration in writing that the Company register under the Securities Act of all or any portion part of their the Registrable Securities owned by them (x) on Form S-1 or any similar long-form registration statement (“any such registration, a "Long-Form Registrations”Registration") or, if available, or (y) on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”any such registration, a "Short-Form Registration"), if available the Company qualifies to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) use such short form, and Section 2(c) below (any such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration written notice shall specify the approximate number of Registrable Securities requested to be registered registered. Thereafter, the Company shall use its best efforts to effect the registration under the Securities Act and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwritingx) all such Registrable Securities which such Requesting Holders have so requested to be included therein and (y) all other Registrable Securities to be included pursuant to this Article IV. (b) Any Requesting Holders that request a Demand Registration pursuant to Section 4.1(a) may, at any time prior to the effective date of the registration statement relating to such Demand Registration, revoke such request by providing written notice to the Company; provided, however, that notwithstanding such revocation, such Demand Registration shall be deemed a request for purposes of Section 4.2 unless such Requesting Holders agree to pay for all of the Registration Expenses incurred by the Company with respect to which Pubco has received written requests for inclusion therein within five such revoked Demand Registration. (5c) Business Days after With respect to any Demand Registration where the receipt number of Pubco’s notice. Each holder securities covered by the applicable registration statement is less than 50% of the Registrable Securities agrees requested by the Requesting Holders to be included in such Demand Registration, the Requesting Holders may decide (x) to proceed with such Demand Registration, provided, however, that such holder Demand Registration shall treat as confidential not be deemed a request for purposes of Section 4.2 or (y) to abandon such Demand Registration, in which case the receipt of Company shall reimburse the notice of Requesting Holders for all reasonable expenses (not limited to Selling Expenses) incurred in connection with such abandoned Demand Registration and such Demand Registration shall not disclose or use the information contained in such notice be deemed a request for purposes of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementSection 4.2.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to timeand after 180 days following the IPO, the holders of Registrable Securities each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”), and each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (“Short-Form Registrations”) if available; provided that the Company shall not be obligated to file registration statements relating to any Long-Form Registration or Short-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $15 million (or, if availableless, on Form S-3 (including such Registrable Securities represent all Registrable Securities then held by the Controlling Holder requesting such registration). All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Controlling Holder making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Corporation is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Corporation, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as upon receipt of the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a the Demand Registration Registration, the Corporation shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five as promptly as reasonably practicable (5) Business Days but in no event later than ten days after receipt of any such request, Pubco shall the request for the Demand Registration) give written notice of such requested registration the Demand Registration to all other holders of Holders who hold Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Corporation has received written requests for inclusion therein within five (5i) Business Days 15 days, in the case of any notice with respect to a Long-Form Registration, or (ii) ten days, in the case of any notice with respect to a Short-Form Registration, after the receipt of Pubcothe Corporation’s notice. Each holder of Registrable Securities Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Corporation or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement. Notwithstanding the foregoing, the Corporation shall not be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsSections 1(b) through (g), (i) at any time or and from time to time, the holders of a majority of the Investor Registrable Securities may request registration registration, whether underwritten or not, under the Securities Act of all or any portion of their respective Investor Registrable Securities (A) on Form S-1 or any similar long-form registration statement, (B) on Form S-2 or S-3 or any similar short-form registration statement, if available, or (C) on any applicable “short form” pursuant to Rule 415 under the Securities Act, if available, and (ii) at any time and from time to time following the Initial Public Offering, (A) the holders of a majority of the Outside Preferred Investor Registrable Securities may request registration, whether underwritten or not, under the Securities Act of all or any portion of their respective Outside Preferred Investor Registrable Securities on Form S-1 or any similar long-form registration statement (together with the long-form registrations contemplated by clause (i)(A) above, the “Long-Form Registrations”) orand (B) any holder of Preferred Investor Registrable Securities may request registration, whether underwritten or not, under the Securities Act of all or any portion of such holder’s Preferred Investor Registrable Securities (1) on Form S-2 or S-3 or any similar short-form registration statement (together with the short-form registrations contemplated by clause (i)(B) above, the “Short-Form Registrations”), if available, or (2) on Form S-3 (including a shelf registration any applicable “short form” pursuant to Rule 415 under the Securities Act) or Act (together with any similar short-form registration statement, including an automatic shelf registration statement contemplated by clause (as defined in Rule 405i)(C) (an above, “Automatic Shelf Registration Statement415 Registrations”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all available. All registrations requested by the Initiating Investors being as described in this Section 1 are referred to herein as “Demand Registrations”). .” Each such request for a Demand Registration shall (a “Demand Notice”) will specify the approximate number of Registrable Securities requested to be registered registered, the anticipated per share price range for such offering (which range may be revised from time to time by the Persons initiating such Demand Registration by written notice to the Company to that effect), and whether the intended method Demand Registration will be underwritten. Each request for a Demand Registration and, subject to the provisions of distributionSection 7, each request for inclusion in such Demand Registration also will specify the manner and disposition of the shares of Registrable Securities to be included therein. Within five (5) Business Days 10 days after receipt of any such requestDemand Notice, Pubco shall the Company will give written notice of such requested request for registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinSection 1(e), shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Company’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at any time or from time to timeAgreement, the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statementstatement (“Short-Form Registrations”), including if available. In addition, the holders of at least a majority of the Registrable Securities may assign a right to request one or multiple Long-Form Registrations or Short-Form Registrations, if available, to any holder of Registrable Securities in connection with the distribution or other transfer of such Registrable Securities. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations”. The holders of the Registrable Securities making a Demand Registration that is a Short-Form Registration may request that the registration be made pursuant to Rule 415 (a “Shelf Registration”) and, if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days ten days after receipt the filing of any such requestthe registration statement relating to the Demand Registration, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwritingunderwriting agreement) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Company’s notice. Each holder ; provided that, with the consent of the holders of at least a majority of the Registrable Securities requesting such registration, the Company may provide notice of the Demand Registration to all other holders of Registrable Securities within three business days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to timefollowing the date that is one hundred eighty days after the Effective Time, the holders of Registrable Securities each Sponsor may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and each Sponsor may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement(“Short-Form Registrations”), including if available; provided, however, that the Partnership shall not be required to effect the registration of Registrable Securities pursuant to this Section 2 unless the Registrable Securities are offered at an aggregate proposed offering price of not less than $1 million at the time of the request. All registrations requested under this Section 2(a) are referred to herein as “Demand Registrations.” The Sponsor making a Demand Registration may request that the registration be made under Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Partnership is a WKSI at the time any request for a Demand Registration is submitted to the Partnership, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”). The Partnership, if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand its sole discretion, will determine whether an Automatic Shelf Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributionStatement is appropriate. Within five (5) Business Days ten days after receipt the filing of any such requestthe registration statement relating to the Demand Registration, Pubco the Partnership shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Partnership has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Partnership’s notice. Each holder of Registrable Securities Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Partnership until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and any contractual lock-up agreements entered into between Holders and the Company and/or any third-party, including the Shareholders’ Agreement (each a “Lock-up Agreement”), (i) commencing three months after the pricing of the LockIPO (the “Pricing Date”) (or, if earlier, such date, if any, on which the underwriters for the IPO, pursuant to the lock-Up Agreementsup agreements between the Holders and the underwriters for the IPO, at consent to the making of a demand for, or the exercise of any time or from time to timeright with respect to, the holders registration of any Registrable Securities) until twelve months after the Pricing Date, Holders representing individually or in the aggregate 5% of all the Registrable Securities outstanding may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 F-1 or any similar long-form registration statement (“Long-Form Registrations”), provided that, with respect to such requests provided by Holders during the period commencing three months after the Pricing Date until six months after the Pricing Date, the Company shall not be obligated to file such Long-Form Registration with the Securities and Exchange Commission until after the date that is six months after the Pricing Date, and (ii) orcommencing eleven months after the Pricing Date, Holders representing individually or in the aggregate 5% of all the Registrable Securities outstanding may request registration under the Securities Act of all or any portion of their Registrable Securities on any Long-Form Registrations or on Form F-3 or any similar short-form registration (“Short-Form Registrations”) if available, on ; provided that the Company shall not be obligated to file registration statements relating to any Long-Form S-3 (including Registrations or Short-Form Registrations under this Section 2(a) unless the anticipated aggregate gross proceeds of the Registrable Securities to be sold in such offering is reasonably expected to exceed $75 million or the requested Ordinary Shares constitute all of such Holders’ Registrable Securities. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Holders making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) . Except during the pendency of a Suspension Period invoked in accordance compliance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”2(e). Each , promptly upon delivery of a request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within (but in no event more than five (5) Business Days after receipt of any such requestthereafter), Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms of Section 2(d), the MTN Shareholder Arrangements (as defined below) and conditions set forth hereinany Lock-up Agreement, shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities of each Holder with respect to which Pubco the Company has received a written requests request for inclusion therein within five (5) Business Days after the receipt date the Company’s notice was delivered, and thereupon shall file promptly with the Securities and Exchange Commission a registration statement under the Securities Act for such Demand Registration (and, in any event within (i) 90 days after the date of Pubco’s notice. Each holder delivery of a written request for Long-Form Registrations or (ii) 30 days after the date of delivery of a written request for Short-Form Registrations, unless a longer period is agreed to by the Holders representing two-thirds of the Registrable Securities agrees that made such holder shall treat as confidential Demand Registration). Notwithstanding the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generallyforegoing, other than as a result of disclosure by the holder in breach delivery to each Holder of the terms of written notice in accordance with this AgreementSection 2(a), the Company shall not be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at At any time or and from time to time, subject to Section 3 and on the holders terms and subject to the other conditions herein, each of the Holders of a majority of the LCP Registrable Securities and the Holders of a majority of the GIC Registrable Securities may request request, by delivering written notice to the Company, registration (a “Demand Request”) under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, or on Form S-3 or any similar short-form registration statement (including “Short-Form Registrations”), if available (any such requested registration, a shelf “Demand Registration”); provided, however, that, on the terms and subject to the other conditions herein, (i) each of the Holders of a majority of the LCP Registrable Securities and the Holders of a majority of the GIC Registrable Securities shall be entitled to two (2) Long-Form Registrations and unlimited number of Short-Form Registrations; provided that (i) (x) the proposed maximum aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must equal at least $25,000,000 based on the public offering price of shares of Registrable Securities set forth in the registration statement applicable to such Long-Form Registration or (y) all of the remaining LCP Registrable Securities or GIC Registrable Securities are sold in such offering; and (ii) the Company will not be obligated to register the Registrable Securities of any Holder pursuant to a Demand Registration if the Company has filed within the immediately preceding six (6) month period a registration statement or effected an offering of Common Equity with respect to (x) a Demand Registration or (y) which a Holder has or had the right to have its Registrable Securities included pursuant to a Piggyback Registration; provided further that, following the one-year anniversary of the closing of the initial Public Offering, if the Company is ineligible to use a Short-Form Registration to effect a Demand Registration for any period of four (4) consecutive months, then each of the Holders of a majority of the LCP Registrable Securities and the Holders of a majority of the GIC Registrable Securities shall be entitled to one (1) additional Long-Form Registration. Each of the Holders of a majority of the LCP Registrable Securities and the Holders of a majority of the GIC Registrable Securities may request that any Demand Registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”), which may be a Long-Form Registration or a Short-Form Registration, and (if the Company is a WKSI at the time any Demand Request is submitted to the Company or will become one by the time of the filing of such Shelf Registration) or any similar shortthat such Shelf Registration be a Short-Form Registration in the form registration statement, including of an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall Request must specify the approximate number or dollar value of Registrable Securities requested to be registered by the requesting Holders and (if known) whether the intended method Demand Registration is requested to be (x) a Long-Form Registration or a Short-Form Registration, (y) a Shelf Registration or not and (z) an underwritten offering or not. A Demand Registration shall not count as one of distribution. Within five the permitted Long-Form Registrations (5A) Business Days after receipt until it has become effective and (B) unless the Holders of any a majority of the LCP Registrable Securities, in the case of a Demand Request initiated by such requestHolders, Pubco shall give written notice or the Holders of a majority of the GIC Registrable Securities, in the case of a Demand Request initiated by such requested registration Holders, is able to all other holders register and sell at least 90% of the LCP Registrable Securities andor GIC Registrable Securities, subject as applicable, requested to the terms and conditions set forth herein, shall include be included in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementregistration.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time after 180 days following the consummation of Pubco’s Initial Public Offering pursuant to timean Up-C IPO, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b1(b) and Section 2(c1(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject If and only if (i) the Company has failed to cause to become effective, or maintain the effectiveness of, either the Series B Registration Statement or the Warrant Registration Statement in accordance with the terms and conditions of this Agreement and Agreement, (ii) the holders of the LockRegistrable Securities have requested to participate in a Piggyback Registration, but such requested participation has been reduced to zero pursuant to Section 5(b) (a “Full Underwriter Cutback”) or (iii) either the Series B Registration Statement or the Warrant Registration Statement is no longer effective, then, in the case of clause (i) above, until the Series B Registration Statement or the Warrant Registration Statement, as the case may be, is declared effective, or, in the case of clause (ii) above, during the 60-Up Agreementsday period following any Full Underwriter Cutback, or, in the case of clause (iii) above, at any time or from time to time, the holders of Registrable Securities may request registration under constituting at least 5% of the Securities Act total number of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) orthen outstanding will have the right to deliver a Demand Notice to require the Company to register, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b4(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as a “Demand RegistrationsRegistration”). Each request for a Demand Registration shall specify , under and in accordance with the approximate provisions of the Securities Act the number of Registrable Securities requested to be so registered and (but not less than 5% of the intended method total number of distributionRegistrable Securities then outstanding). Within five (5The number of Demand Registrations pursuant to this Section 4(a) Business Days after receipt shall not exceed one; provided, however, that in determining the number of any such request, Pubco shall give written notice of such requested registration Demand Registrations to all other which the holders of Registrable Securities and, subject are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the terms and conditions set forth herein, shall include number of Registrable Securities that can be sold in such registration offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering, (and 2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 4(b) hereof, unless in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwritingthe case of this clause (2) all such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to which Pubco has received written requests for inclusion therein within five the Company or (5ii) Business Days after the receipt holders of Pubco’s notice. Each holder of the Registrable Securities agrees that elect to pay all Registration Expenses in connection with such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of (3) any Demand Registration without in connection with which any other shareholder of the prior written consent Company exercises a right of Pubco until such time as first refusal which it may otherwise have and purchases all the information contained therein is or becomes available stock registered and to be sold pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementDemand Registration.

Requests for Registration. Subject to the terms and conditions provisions of this Agreement and Article II, any Holder or group of the Lock-Up Agreements, Holders may at any time or from time to time, the holders of Registrable Securities may make a written request (a “Demand Request”) for registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand RegistrationsRegistration”). Each request for a Such Demand Registration Requests shall specify the approximate number amount of Registrable Securities requested to be registered and the intended method or methods of distributiondisposition. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and▇▇▇▇ shall, subject to the terms provisions of this Article II and conditions to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth hereintherein as promptly as possible following receipt of a Demand Request; provided, that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall include advise ▇▇▇▇ that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of ▇▇▇▇ and the Holders), then ▇▇▇▇ will be entitled to reduce the number of Registrable Securities included in such registration (and to the number that, in all related registrations and qualifications under state blue sky laws or the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in compliance with other registration requirements and the event of such a reduction in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder number of Registrable Securities agrees that included in such holder registration, the number of Registrable Securities registered shall treat be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of ▇▇▇▇ Common Stock proposed to be registered for offer and sale by ▇▇▇▇; and third, shares of ▇▇▇▇ Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of ▇▇▇▇ other than any Holder. ▇▇▇▇ shall use its reasonable best efforts to cause such Registration Statement to be declared effective as confidential soon as practicable after filing and to remain effective until the receipt earlier of (i) ninety (90) days following the date on which it was declared effective and (ii) the date on which all of the notice Registrable Securities covered thereby are disposed of Demand Registration and shall not disclose in accordance with the method or use the information contained in such notice methods of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementdisposition stated therein.

Requests for Registration. Subject to At any time following the terms and conditions of this Agreement and one (1) year anniversary of the Lock-Up Agreementsdate hereof, at any time or from time each of Trident, JCF and DS (each, a "Requesting Holder") shall respectively be entitled to time, make requests in writing that the holders of Registrable Securities may request Company effect the registration under the Securities Act of all or any portion part of their the Registrable Securities held by such Holder (a "Registration Request"). Trident shall be entitled to make three (3) such Registration Requests, JCF shall be entitled to make two (2) such Registration Requests, and DS shall be entitled to make two (2) such Registration Requests. Notwithstanding the foregoing, at one time following the date that is ninety (90) days after the date hereof and prior to the one (1) year anniversary of the date hereof, Trident may exercise one (1) of its Registration Requests; provided that such Registration Request shall not be for more than 750,000 Registrable Securities on Form S-1 the date of such request (after giving effect to any subsequent stock split, combination, recapitalization or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405transaction) (an “Automatic Shelf Registration Statement”the "Initial Request"); provided, if available further, that Trident shall give the Company at least 30 days prior written notice of its intent to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein exercise the Initial Request. As promptly as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days reasonably practicable after its receipt of any Registration Request, other than the Initial Request, but in any event within seven (7) days of such request, Pubco shall the Company will give written notice of such requested registration request to all other holders Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities and, subject that have been requested to be registered by the Holder in the Registration Request or by any other Holders by written notice to the terms and conditions set forth herein, shall include in such registration Company given within ten (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (510) Business Days after the receipt date the Company has given such Holders notice of Pubco’s notice. Each holder the Registration Request; provided, that the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate number of shares proposed to be registered constitutes at least the lesser of (x) 25% of the total number of Registrable Securities agrees that such holder shall treat as confidential held by the receipt Requesting Holder on the date hereof (or 15% in the case of an Initial Request) or (y) 10% of the notice total number of Demand Registration and shall Registrable Securities held by all Holders on the date hereof, or if the total number of Registrable Securities then outstanding is less than such amount, all of the Registrable Securities then outstanding. The Company will not disclose or use be obligated to effect any registration pursuant to this Section 1(a) more than once in any nine (9) month period; provided that the information request for a registration that immediately follows the registration pursuant to the Initial Request may be as soon as six (6) months following such earlier registration. Notwithstanding anything contained herein to the contrary, the Company will not include in such notice of Demand Registration the Initial Request any securities other than Registrable Securities owned by Trident without the Trident's prior written consent of Pubco until such time as consent. Except if expressly prohibited by applicable law, the information contained therein is or becomes available Company will pay all Registration Expenses incurred in connection with any registration pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementSection 1.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at At any time or from time to timeafter the Effective Date, the holders of Registrable Securities Investor may request (i) registration under the Securities Act of all or any portion of their the Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an a “Automatic Shelf Registration StatementShort-Form Registration”), if available to Pubco available, and (ii) registration under the Securities Act of all or any portion of the Registrable Securities held by such Requesting Holder on Form S-1 or similar long-form registration (a “Long-Form Registration”) if Short-Form RegistrationsRegistration is not available (any registration under this Section 3(b), a “Demand Registration”); provided, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include either (x) securities with a total offering price (including piggyback shares and before deduction of underwriting discounts) reasonably expected to exceed, in accordance with Section 2(bthe aggregate, $50 million or (y) and Section 2(c) below all remaining Registrable Securities. The Investor may request that any offering conducted under a Long-Form Registration or a Short-Form Registration be underwritten. All requests for Demand Registrations shall be made by giving written notice to the Company (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand RegistrationsRegistration Notice”). Each request for a Demand Registration Notice shall specify (i) whether such Demand Registration shall specify be an underwritten offering, (ii) the approximate number of Registrable Securities requested proposed to be registered sold in the Demand Registration and (iii) the intended method expected price range (net of distribution. Within five (5underwriting discounts and commissions) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration Demand Registration. The Investor shall have the right to all other holders select the investment banker(s) and manager(s) to administer the offering (which shall consist of Registrable Securities andone or more reputable nationally recognized investment banks), subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt approval of the notice of Demand Registration and Company, which shall not disclose be unreasonably withheld, conditioned or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementdelayed.

Requests for Registration. Subject At any time after the date which is ------------------------- six months after the closing of the Company's initial Public Offering, any stockholder of the Company which is a party to the terms and conditions of this Agreement and of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities (an "Eligible Holder") may request that the Company effect the registration under the Securities Act of all or any portion part of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 its shares of Series A Stock (including shares of Series A Stock issuable upon conversion of shares of Series B Stock held by it) for sale in the manner specified in such request. A stockholder that previously owned shares of Series B __________ [*] Confidential Treatment Requested. Stock but ceased to be a shelf registration pursuant Consenting Stockholder upon the conversion of its shares of Series B Stock to Rule 415 under shares of Series A Stock shall continue to be a party to this Agreement so long as it owns any shares of Series A Stock and therefore shall be an Eligible Holder. Such request shall be made by furnishing written notice thereof (a "Demand Notice") to the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as Company setting forth the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities shares of Series A Stock requested to be registered and the intended such Eligible Holder's preferred method of distribution. Within five (5) Business Days ten days after receipt of any such requestDemand Notice, Pubco the Company shall give written notice of such requested registration Demand Notice to all other holders Eligible Holders. Following receipt of Registrable Securities andnotice from the Company of a Demand Notice (the "Company Notice"), each such other Eligible Holder may give the Company a written request to register any or all of such Eligible Holder's Series A Stock (including shares of Series A Stock issuable upon conversion of shares of Series B Stock held by it) in the registration described in the Company Notice, provided that such written request is given within fifteen days after the date on which the Company Notice is given (with such request stating (i) the number of shares of Series A Stock to be so included, (ii) such other Eligible Holder's preferred method of distribution of such shares and (iii) any other information that the Company Notice reasonably requests be included in such notice from such Eligible Holder). All registrations requested pursuant to this Section 8.01 are referred to herein as "Demand Registrations." The Company shall not be required to effect a Demand Registration unless the aggregate number of shares of Series A Stock demanded to be so registered is at least [*] percent of the number of shares of Company Common Stock then outstanding (the "Minimum Condition"). If the Minimum Condition is met, then, subject to Sections 8.01(b), 8.01(c) and 8.01(f) below, the terms Company shall, as soon as practicable, file with the SEC and conditions set forth hereinuse all commercially reasonable efforts to cause to become effective as promptly as practicable, shall include in such a registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available statement on a form applicable to the sale of securities to the general public generally, other than as a result which shall cover the shares of disclosure by the holder in breach of the terms of this AgreementSeries A Stock requested to be registered pursuant to such Demand Notices.

Requests for Registration. Subject Following the Registration Rights Effective Date, each Eligible Holder shall have the right, pursuant to Section 3.2(c) or Section 3.2(d) and subject to the terms and conditions of set forth in this Agreement and of Article 3, to request the Lock-Up Agreements, at any time or from time Parent to time, effect the holders of Registrable Securities may request registration under and in accordance with the provisions of the Securities Act of all or any portion of their the Registrable Securities on Form S-1 or any similar long-form beneficially owned by such Eligible Holder by submitting a written request of such registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under and specifying the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number amount of Registrable Securities requested proposed to be registered and the intended method (or methods) and plan of distribution. Within five (5) Business Days after receipt of any such requestdisposition thereof, Pubco shall give written notice of including whether such requested registration is to all involve an underwritten offering (a "Registration Demand"). The Parent shall give prompt written notice thereof (a "Demand Registration Notice") (and in any event within 10 Business Days from the date of receipt of such Registration Demand) to each other holders Eligible Holder, each of Registrable Securities andwhom shall be entitled to elect to include, subject to the terms and conditions set forth hereinin this Article 3, 10 Registrable Securities beneficially owned by it in the Registration Statement to which a Demand Registration Notice relates, by submitting a written request to the Parent (a "Registration Request") within 15 days after the date of such Demand Registration Notice, specifying the number of Registrable Securities that such Eligible Holder intends to dispose of pursuant to such Registration Statement. Except as otherwise provided in this Agreement, the Parent shall prepare and use its reasonable best efforts to file with the SEC, within 60 days after the date of the applicable Registration Demand, a Registration Statement with respect to the following (in either case subject to Section 3.2(j) if the Registrable Securities will be sold in an underwritten offering): (i) all Registrable Securities of the Initial Requesting Holder included in such Registration Demand and (ii) all Registrable Securities that other Eligible Holders elect to include in such Registration Statement, pursuant to one or more timely submitted Registration Requests. Thereafter, the Parent shall use its reasonable best efforts, in accordance with Section 3.6, to effect the registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities under the Securities Act and applicable state securities laws, for disposition in accordance with respect the intended method or methods of disposition stated in the underlying Registration Demand. Subject to which Pubco has received written requests for inclusion therein within five (5) Business Days after Section 3.2(j), the receipt Parent may include in such Registration Statement such number of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt Shares and other securities of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time Parent (collectively, "Parent Securities") as the information contained therein is Parent proposes to offer and sell for its own account or becomes available to the public generally, account of any other than as a result of disclosure by the holder in breach of the terms of this AgreementPerson.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to timeafter the Closing under the Merger Agreement, (i) the holders of at least a majority of the NESCO Registrable Securities may Securities, on the one hand, or (ii) the holders of at least a majority of the Sponsor Registrable Securities, on the other hand, may, in each case, request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, or on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available; provided that the holders of NESCO Registrable Securities, on the one hand, and Sponsor Registrable Securities, on the other hand, may only make six such requests each. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations”. The holders of a shelf majority of the NESCO Registrable Securities or Sponsor Registrable Securities, as applicable, making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days ten days after receipt of any such request, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days ten days after the receipt of Pubco’s Company issues such notice. Each holder of Registrable Securities Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to At any time following the terms and conditions of this Agreement and of date hereof, the Lock-Up AgreementsRequired Investor Holders, or at any time following the earlier of (i) two years from the date hereof, or from time to time(ii) the date of the completion of the audit of the Company's financial statements for the fiscal year ended December 31, 2007, the holders of Registrable Securities Required Cypress Holders, may request in writing that the Company effect the registration under the Securities Act (a "Demand Registration") of all or any portion part of their the Registrable Securities on Form S-1 held by such Required Investor Holders or Required Cypress Holders, as the case may be, specifying the intended method of disposition thereof (a "Registration Request") by filing with the Commission a Demand Registration Statement. Promptly after its receipt of any similar long-form registration statement Registration Request, but no later than 10 days after receipt of such Registration Request, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, as expeditiously as practicable following a Registration Request in accordance with the provisions of this Agreement, all Registrable Securities (“Long-Form Registrations”subject to any reduction pursuant to Section 1(f)) orthat have been requested to be registered by the Initiating Holders in the Registration Request or by any other Holders by written notice to the Company given within 30 days after the date the Company has given such Holders notice of the Registration Request to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended methods of disposition thereof specified in such Registration Request or further requests (including, if availablewithout limitation, on Form S-3 (including only with respect to a Registration request of the Required Investor Holders, by means of a shelf registration pursuant to Rule 415 under the Securities ActAct (a "Shelf Registration") or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf if so requested and if the Company is then eligible to use such a registration). The Company shall use its reasonable best efforts to have such Demand Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested Statement declared effective by the Initiating Investors being referred Commission as soon as practicable after the filing thereof and to herein as “keep such Demand Registrations”)Registration Statement continuously effective for the period specified in Section 3. Each request for Notwithstanding anything in this Section 1(a) to the contrary, the Company will not be required to effect a registration pursuant to this Section 1(a) unless the aggregate gross proceeds resulting from such Demand Registration could reasonably be expected to equal or exceed (x) $50,000,000, in the case of a Demand Registration shall specify initiated by the approximate number Required Investor Holders, or (y) the lesser of (1) $25,000,000 or (2) all of the Registrable Securities requested to be registered and then held by the intended method of distribution. Within five (5) Business Days after receipt of any such requestCypress Shareholders in the aggregate, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to in the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt case of the notice of Demand Required Cypress Holders. The Company will pay all Registration and shall not disclose or use the information contained Expenses incurred in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available connection with any registration pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementSection 1.

Requests for Registration. Subject At any time beginning six (6) months after the Initial Public Offering Date, any Initial Stockholder may, subject to the terms and conditions provisions of this Agreement and of Agreement, request in writing that the Lock-Up Agreements, at any time or from time to time, Corporation effect the holders of Registrable Securities may request registration under the Securities Act of any or all or any portion of their the Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) held by such Initial Stockholder and its Specified Transferees (an “Automatic Shelf Registration StatementInitial Requesting Holder”), if available which notice shall specify (i) the amount of Registrable Securities proposed to Pubco be registered; and (ii) the intended method or methods and plan of disposition thereof, including whether such requested registration is to involve an underwritten offering. The Corporation shall give prompt written notice of such registration request to all other Holders. Except as otherwise provided in this Agreement and subject to Section 2(i) in the case of an underwritten offering, the Corporation shall prepare and use its reasonable best efforts to file (within ninety (90) days after such request has been given) with the SEC a Registration Statement with respect to (i) all Registrable Securities included in the Initial Requesting Holder’s request and (ii) all Registrable Securities included in any request for inclusion delivered by any other Holder (a “Short-Form RegistrationsParticipating Holder”, and together with the Initial Requesting Holder, the “Requesting Holders”) within fifteen (15) days after delivery of the Corporation’s notice of the Initial Requesting Holder’s registration request to such other Holder, in each case subject to Section 2(i) if such offering is an underwritten offering. Thereafter, the Corporation shall use its reasonable best efforts, in accordance with Section 2(b) 6, to effect the registration under the Securities Act and Section 2(c) below (applicable state securities laws of such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and for disposition in accordance with the intended method or methods of distribution. Within five (5) Business Days after receipt of any disposition stated in such request. Subject to Section 2(i), Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall Corporation may include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt securities of the notice Corporation for sale, for the Corporation’s account or for the account of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, any other than as a result of disclosure by the holder in breach of the terms of this AgreementPerson.

Requests for Registration. Subject to the terms and conditions provisions of this Agreement and of the Lock-Up Agreements, at any time or from time to timeArticle V, the holders of a majority of Vestar Securities that constitute Registrable Securities may shall have the right (the "Vestar Demand Right") and the holders of a majority of Pro-Fac Securities that constitute Registrable Securities shall have the right (the "Pro-Fac Demand Right"), in each case, to request registration under the Securities Act of all or any portion of their the Registrable Securities on Form S-1 or any similar long-form registration statement held by such Securityholders (“Long-Form Registrations”) orin each case, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” "Requesting Holders") by delivering a written notice to the principal business office of the Issuer, which notice identifies the Requesting Holders and all registrations requested by specifies the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and included in such registration (the intended method of distribution"Registration Request"). Within five (5) Business Days after receipt of any such requestSubject to the restrictions set forth in Section 5.1(d), Pubco shall the Issuer will give prompt written notice of such requested registration Registration Request (the "Registration Notice") to all other holders of Registrable Securities and, subject and will thereupon use its commercially reasonable efforts to effect the registration (a "Demand Registration") under the Securities Act on any form available to the terms Issuer of: (i) the Registrable Securities requested to be registered by the Requesting Holders; (ii) all other Registrable Securities of the same type and conditions set forth herein, shall include class which the Issuer has received a written request to register within 30 days after the Registration Notice is given and any securities of the Issuer proposed to be included in such registration by the Issuer for its own account; and (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in iii) any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt securities of the notice of Demand Registration and shall not disclose or use the information contained Issuer proposed to be included in such notice registration by the holders of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, registration rights granted other than as a result of disclosure by the holder in breach of the terms of pursuant to this AgreementAgreement ("Other Registration Rights").

Requests for Registration. Subject to the terms and conditions provisions of this Agreement and of the Lock-Up AgreementsSection 3(b), at any time after the closing of the IPO any holder or from time to time, the holders of a Majority of the then outstanding MatlinPatterson Registrable Securities or Family Holdings Registrable Securities may request a registration by the Corporation under the Securities Act of all or any portion part of its or their MatlinPatterson Registrable Securities on Form S-1 or any similar long-form registration statement Family Holdings Registrable Securities, as applicable, (“Long-Form Registrations”) ora "Demand Registration"); provided, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under that the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of MatlinPatterson Registrable Securities or Family Holdings Registrable Securities requested to be registered and represents at least 3% of the intended method of distributionCorporation's then outstanding Common Stock. Within five (5) Business Days after 15 days following receipt of any such request, Pubco shall give the Corporation will provide written notice of such requested registration request to all other holders of Registrable Securities andand will, subject to the terms provisions of Section 3(a)(i) and conditions set forth herein(ii), shall Section 3(c) and Section 3(d), include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Corporation has received written requests for inclusion therein within five (5) Business Days 20 days after distribution to the receipt applicable holder of Pubco’s the Corporation's notice. Each holder All Demand Registration requests made pursuant to this Section 3(a) will specify the number of Registrable Securities to be registered and will also specify the intended method of disposition thereof, which may include the sale of securities on a continuous or delayed basis. If such method of disposition is through an offering that is not underwritten and that is on a continuous or delayed basis under Rule 415 or any successor role under the Securities Act, then: (i) the Corporation agrees to effect a registration and all qualifications and compliance as would permit or facilitate the sale and distribution on a continuous basis of such portion of the requesting holders' Registrable Securities as are specified in such request plus any portion of the Registrable Securities of holders who request inclusion in such registration; provided, however, that the Corporation shall not be required to include more than $300 million of MatlinPatterson Registrable Securities, $200 million of Family Holdings Registrable Securities, and $50 million of CPF Registrable Securities and Other Stockholder Registrable Securities. If the number of CPF Registrable Securities and Other Stockholder Registrable Securities requested to be included exceeds the amount that the Corporation is required to include in such registration statement, then the available space in such registration statement shall be allocated pro rata among the holders of such Registrable Securities requesting to be included in the registration on the basis of the total number of Registrable Securities held by their respective holders; and (ii) the Corporation agrees that (A) if it did not include in such holder shall treat as confidential the receipt registration all of the notice MatlinPatterson Registrable Securities requested to be included, then at any time when the amount of Demand Registration and MatlinPatterson Registrable Securities remaining unsold under the registration statement is less than $200 million, it will promptly file a new or additional registration statement for additional sales of MatlinPatterson Registrable Securities as shall then permit sales of at least $300 million of MatlinPatterson Registrable Securities in the aggregate, (B) if it did not disclose or use the information contained include in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach registration all of the terms Family Holdings Registrable Securities requested to be included therein, then at any time when the amount of this AgreementFamily Holdings Registrable Securities remaining unsold under the registration statement is less than $135 million, it will promptly file a new or additional registration statement for such additional sales of Family Holdings Registrable Securities as shall then permit sales of at least $200 million of Family Holdings Registrable Securities in the aggregate, and (C) if it did not include in such registration all of the CPF Registrable Securities and Other Stockholder Registrable Securities requested to be included therein, then at any time when the amount of CPF Registrable Securities and other Stockholder Registrable Securities remaining unsold under the registration statement is less than $10 million, it will promptly file a new or additional registration statement for such additional sales as shall then permit sales of at least $50 million of CPF Registrable Securities and Other Stockholder Registrable Securities in the aggregate. (iii) At any time after the Registrable Securities become eligible for registration on Form S-3 or any comparable or successor form or forms, the Corporation shall have the right to withdraw any registration made under Section 3(a)(i) so long as it replaces such registration with an effective registration statement under Form S-3 pursuant to Section 5 hereof.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating InvestorsHolders” and all registrations requested by the Initiating Investors Holders being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and, as applicable, the lock-up provisions contained in Section 7.12 of Pubco’s Amended and of Restated Bylaws (the Lock-Up Agreements“Bylaws”), at any time or from time to time, provided that Pubco does not then have an effective Registration Statement outstanding covering all of the Registrable Securities, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) ), in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within Subject to Sections 10(a) and 10(b) (collectively, the “MNPI Provisions”), within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject (a) Prior to the terms and conditions third anniversary of the date of this Agreement and of Agreement, the Lock-Up AgreementsRequisite Investors may, and, at anytime thereafter, any time or from time to time, the holders of Registrable Securities Shareholder Group may request registration under the Securities Act of all or any portion part of their Registrable Securities on Form S-1 or any similar long-form registration statement by notice to the Company (a “Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration StatementDemand Request”); provided, if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for however, that a Demand Registration shall specify Request may only be made if the approximate number sale of the Registrable Securities requested to be registered and by the Requesting Shareholders is reasonably expected to result in (i) aggregate gross cash proceeds of at least $100,000,000 (without regard to any underwriting discount or commission) or (ii) a sale of two percent (2%) or more of the outstanding shares of Common Stock. Within two (2) Business Days after its receipt of any such request, the Company will give written notice of such request to all other holders of Registrable Securities, including the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written Such notice of such requested registration to all will offer each other holders holder of Registrable Securities andthe opportunity to include in the Demand Registration its Pro Rata Portion based on the aggregate amount of Registrable Securities proposed to be registered. Thereafter, subject the Company will use its reasonable best efforts to promptly file a registration statement under the terms Securities Act with the intended method of distribution specified by the Requisite Participating Investors and conditions set forth herein, shall use its reasonable best efforts to effect such registration and to include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwritingx) all such Registrable Securities which have been requested to be included therein in accordance with the first sentence of this Section 1.1(a) and (y) all other Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein by the other Shareholders within five (5) Business Days after the their receipt of Pubcothe Company’s notice, subject in each case to the provisions of Section 1.2 (each, a “Demand Registration”). Each holder Subject to Section 1.1(b), the Company will pay all Registration Expenses in connection with each request for such a Demand Registration. (b) Any Shareholder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 1.1(a) may withdraw its Registrable Securities from such Demand Registration at any time prior to the effectiveness of the registration statement applicable to such Demand Registration; provided, however, that a Demand Registration in its entirety may only be withdrawn with the consent of the Shareholder(s) representing a majority of the shares underlying the initial request for such Demand Registration (collectively, the “Revoking Shareholders”). Upon receipt of a notice to withdraw such Demand Registration, the Company shall cease all efforts to secure effectiveness of the applicable registration statement, and each of the Revoking Shareholders shall pay or reimburse the Company for its pro rata share (based on the number of securities such Shareholder sought to register, as compared to the total number of securities of the Revoking Shareholders) of all Registration Expenses incurred by the Company in connection with such Demand Registration. (c) Any request for a Demand Registration pursuant to this Article I shall specify the number of Registrable Securities agrees proposed to be sold by the Requesting Shareholders and the intended method of disposition thereof. (d) If the filing, initial effectiveness or continued use of a registration statement in respect of a registration pursuant to this Section 1.1 at any time would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board of Directors of the Company (after consultation with external legal counsel) (i) would be required to be made in any registration statement so that such holder registration statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such registration statement and (iii) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the holders of Registrable Securities participating in such registration, delay the filing or initial effectiveness of, or suspend use of, such registration statement; provided, that the Company shall treat as confidential not be permitted to do so (x) for a period exceeding 90 days on any one occasion, (y) more than once in any 12 month period or (z) for any period longer than is determined by the Board of Directors of the Company to satisfy conditions (i)-(iii) of this Section 1(d). In the event the Company exercises its rights under the preceding sentence, such holders of Registrable Securities agree to suspend, promptly upon their receipt of the notice referred to above, their use of Demand Registration any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify such holders of Registrable Securities of the expiration of any period during which it exercised its rights under this Section 1.1(d). The Company agrees that, in the event it exercises its rights under this Section 1.1(d), it shall, as promptly as reasonably practicable following the expiration of any such period, update the suspended registration statement as may be necessary to permit the holders of Registrable Securities to resume use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law following the termination of the applicable suspension period. (e) Notwithstanding the foregoing, the Company shall not disclose be obligated to take any action with respect to a Demand Request pursuant to this Article I if a registration statement requested under Section 1.1(a) became effective or use an Underwritten Shelf Takedown pursuant to Section 3.5(a) was consummated, in each case within the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementpreceding 90 days.

Requests for Registration. Subject to the terms and conditions provisions of this Agreement and of the Lock-Up Agreements, at any time or from time to timeArticle V, the holders of a majority of Vestar Securities that constitute Registrable Securities may shall have the right (the "Vestar Demand Right"), the holders of a majority of Marathon Securities that constitute Registrable Securities shall have the right (the "Marathon Demand Right") and the holders of a majority of ▇▇▇▇▇▇▇ Family Securities that constitute Registrable Securities shall have the right (the "▇▇▇▇▇▇▇ Family Demand Right"), in each case, to request registration under the Securities Act of all or any portion of their the Registrable Securities on Form S-1 or any similar long-form registration statement held by such Securityholders (“Long-Form Registrations”) orin each case, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” "Requesting Holders") by delivering a written notice to the principal business office of the Company, which notice identifies the Requesting Holders and all registrations requested by specifies the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and included in such registration (the intended method of distribution"Registration Request"). Within five (5) Business Days after receipt of any such requestSubject to the restrictions set forth in Section 5.1(d), Pubco shall the Company will give prompt written notice of such requested registration Registration Request (the "Registration Notice") to all other holders of Registrable Securities and, subject and will thereupon use its commercially reasonable efforts to effect the registration (a "Demand Registration") under the Securities Act on any form available to the terms Company of: (i) the Registrable Securities requested to be registered by the Requesting Holders; (ii) all other Registrable Securities of the same type and conditions set forth herein, shall include class which the Company has received a written request to register within 30 days after the Registration Notice is given and any securities of the Company proposed to be included in such registration by the Company for its own account; and (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in iii) any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt securities of the notice of Demand Registration and shall not disclose or use the information contained Company proposed to be included in such notice registration by the holders of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, registration rights granted other than as a result of disclosure by the holder in breach of the terms of pursuant to this AgreementAgreement ("Other Registration Rights").

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to timeand after 180 days following the IPO, the holders of Registrable Securities each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available; provided that the Company shall not be obligated to file registration statements relating to any Long-Form Registration or Short-Form Registration under this Section 2(a) unless the anticipated aggregate offering price of the Registrable Securities to be sold in such offering, net of underwriting discounts and commissions, is reasonably expected to exceed $10 million. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Controlling Holder making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Corporation is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Corporation, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as upon receipt of the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a the Demand Registration Registration, the Corporation shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five as promptly as reasonably practicable (5) but in no event later than two Business Days after receipt of any such request, Pubco shall the request for the Demand Registration) give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Corporation has received written requests for inclusion therein within five (5) ten Business Days after the receipt of Pubcothe Corporation’s notice; provided that the Corporation shall provide notice of the Demand Registration to all other Holders prior to the filing of the registration statement with respect to the Demand Registration. Each holder of Registrable Securities Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Corporation or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement. Notwithstanding the foregoing, the Corporation shall not be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. Subject to At any time after the terms and conditions of this Agreement and expiration of the Lock-Up AgreementsPeriod, at (i) the JLL Holders that beneficially own Class A Shares by virtue of the right to exchange JGWPT Holdings Common Interests for Class A Shares pursuant to the Limited Liability Company Agreement, (ii) PGHI (together with its Permitted Transferees that hold Class A Shares (including Class A Shares beneficially owned by virtue of the right to convert Class C Shares into Class A Shares pursuant to the Company’s Amended and Restated Certificate of Incorporation and Class A Shares beneficially owned by virtue of the right to exercise warrants pursuant to the warrants issued by the Company to PGHI on the date hereof)) and (iii) any time Stockholder or from time group of Stockholders that beneficially own Class A Shares by virtue of the right to timeexchange JGWPT Holdings Common Interests that were issued upon conversion of former “Preferred Interests” in JGWPT Holdings (“Former Preferred Interestholders”) for Class A Shares pursuant to the Limited Liability Company Agreement), shall each be entitled to make a written request of the holders of Registrable Securities may request Company (a “Demand”) for registration under the Securities Act of all or any portion part of their the Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand RegistrationsRegistration”). Each request for a Any demand by PGHI or its Permitted Transferees pursuant to clause (ii) of the immediately preceding sentence shall only be made by holders of at least twenty percent (20%) of the aggregate number of JGWPT Holdings Common Interests held by PGHI as of July 12, 2011, and any demand by Former Preferred Holders pursuant to clause (iii) of the immediately preceding sentence shall only be made by holders of at least thirty-three percent (33%) of the JGWPT Holdings Common Interests outstanding that were issued upon conversion of former “Preferred Interests” in JGWPT Holdings (other than JGWPT Holdings Common Interests held by the JLL Holders). Such Demand Registration shall specify specify: (A) the approximate aggregate number of Registrable Securities requested to be registered and registered, (B) the intended method of distributiondistribution in connection with such Demand Registration to the extent then known and (C) the identity of each Stockholder (a “Demanding Holder”) requesting such Demand. Within five ten (510) Business Days business days after receipt of any such requesta Demand, Pubco the Company shall give written notice of such requested registration Demand (an “Incidental Registration Notice”) to all other holders of Registrable Securities and, subject to the terms Stockholders and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received a written requests request for inclusion therein within five twenty (520) Business Days business days after the receipt by such Stockholder of Pubcothe Company’s notice. Each holder notice required by this paragraph; provided that (x) any Stockholder who seeks to exercise his, her or its rights under this Section 2.1(a) shall be required to exchange his, her or its JGWPT Holdings Common Interests for Class A Shares within ten (10) days of Registrable Securities agrees that such holder shall treat as confidential the Stockholder’s receipt of the notice of Demand Incidental Registration Notice; and provided further, that the Company shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available be required to the public generally, other file any registration statement covering Registrable Securities with an aggregate Fair Market Value less than as a result of disclosure by the holder in breach of the terms of this Agreement$10 million.

Requests for Registration. Subject to the terms and conditions of this Agreement and Agreement, each of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities Investors may request the Company to file with the SEC a registration statement under the Securities Act registering the offer and sale of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, or on Form S-3 or any similar short-form registration statement (“Short-Form Registrations”) if available, on Form S-3 (including in each case, to permit secondary sales of such Registrable Securities. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Investor making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities the holder(s) making such request requested to be registered and the intended method of distribution. Within five (5) Business Days ten days after receipt of any such request, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities and other securities of the Company subject to registration rights and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days ten days after the receipt of Pubcothe Company’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the any notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the such holder in breach of the terms of this Agreement.

Requests for Registration. Subject to At any time following the terms and conditions of this Agreement and first year anniversary of the Lock-Up Agreementsclosing of the transaction, at any time Investor (or from time to time, the holders of Registrable Securities permitted transferees) may request in writing that the Company effect the registration under the Securities Act of all or any portion part of their the Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement Shares (as defined in Rule 405below) held by that Investor (an a “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand RegistrationsRequest”). Each request for a Demand Promptly after its receipt of any Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days Request but no later than 10 days after receipt of any such requestRegistration Request, Pubco shall the Company will give written notice of such requested registration request to all other holders Investors (and any known transferees). Within 10 days after receipt of such notice by any Investor, such Investor may request in writing that its Registrable Securities and, subject to Shares be included in such registration and the terms and conditions set forth herein, Company shall include in the Registration Request the Registrable Shares of any such Investor to be so included. The Company will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Shares that have been requested to be registered in the Registration Request; provided, that the Company will not be required to effect a registration (pursuant to this Section unless the value of Registrable Shares included in the Registration Request is at least $5 million. The Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section. Any registration requested by the Investors pursuant to this Section is referred to in this Agreement as a “Demand Registration.” For purposes of this Agreement, “Registrable Shares” means all Common Stock issued or issuable pursuant to the conversion of the Shares and in all related registrations and qualifications under state blue sky laws any equity securities issued or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities issuable directly or indirectly with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential Common Stock issued or issuable pursuant to the receipt conversion of the notice Shares by way of Demand Registration conversion or exchange thereof or share dividend or share split or in connection with a combination of shares, recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or other reorganization. As to any particular securities constituting Registrable Shares, such securities will cease to be Registrable Shares when (i) a registration statement with respect to the sale by the holder thereof shall have been declared effective under the Securities Act and such securities shall not disclose or use the information contained have been disposed of in accordance with such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available registration statement, (ii) they have been sold to the public generallypursuant to Rule 144 or Rule 145 or other exemption from registration under the Securities Act, other than as a result of disclosure (iii) they have been acquired by the holder Company or (iv) they are able to be sold by the Investor or transferee holding such securities without restriction as to volume or manner of sale pursuant to Rule 144 under the Securities Act as specified in breach of a legal opinion to such effect rendered by counsel to the terms Company at its sole expense and acceptable to the affected holders and the Company’s Common Stock transfer agent. In addition, for purposes of this Agreement, “Registration Statement” means the prospectus and other documents filed with the SEC to effect a registration under the Securities Act.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreementslimits set forth below, at any time after the completion of the IPO, each of HPI (or from time its designated Permitted Transferee) and Sub (or its designated Permitted Transferee) shall have the right by delivering a written notice to timeHII (a “Demand Notice”, and the Stockholder submitting such Demand Notice, a “Demanding Stockholder”) to require HII to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”). Within ten (10) days after receipt by HII of a Demand Notice, HII shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities may and shall, subject to the provisions of subsection (b), include in such registration all Registrable Securities with respect to which HII received written requests for inclusion therein within ten (10) days after such Notice is given by HII to such holders. A Demand Notice (including a Demand Notice that is also a Take-Down Notice) shall only be binding on HII if the sale of all Registrable Securities requested to be registered (pursuant to the Demand Notice and in response to the Notice) is reasonably expected to result in aggregate gross proceeds in excess of $25,000,000. Following receipt of a Demand Notice for a Demand Registration, HII shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 60 days after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Each of HPI and Sub shall be entitled to request four (4) Demand Registrations; provided, however, that there shall be no limit to the number of Demand Registrations that constitute “shelf” registrations as contemplated by the next succeeding sentence. After such time as HII shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of all any of its securities, HPI or Sub shall be entitled to request that any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (Demand Registration for which such Stockholder is delivering a Demand Notice be a “Long-Form Registrations”) or, if available, on Form S-3 (including a shelf shelf” registration pursuant to Rule 415 under the Securities Act, and each of HPI and Sub shall be entitled to an unlimited number of Demand Registrations that constitute “shelf” registrations. Notwithstanding any other provisions of this Section 2, in no event shall more than one Demand Registration occur within any six (6) or month period from the effective date of any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available Statement filed pursuant to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “a prior Demand Registrations”)Notice. Each request for a No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if (i) the Registration Statement relating to such Demand Registration does not become effective, (ii) the Registration Statement relating to such Demand Registration is not maintained effective for the period required pursuant to this subsection (a), (iii) the offering of the Registrable Securities pursuant to the Registration Statement relating to such Demand Registration is subject to a stop order, injunction or similar order or requirement of the Commission during such period, or (iv) the Demand Registration does not become effective because the Demanding Stockholder withdraws its Demand Notice because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), prospects, business, assets or results of operations of HII and its subsidiaries taken as a whole subsequent to the date of the delivery of the Demand Notice. All requests made pursuant to this Section 2 will specify the approximate number amount of Registrable Securities requested to be registered and the intended method methods of distributiondisposition thereof. Within five HII shall be required to maintain the effectiveness of the Registration Statement (5except in the case of a requested “shelf” registration) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests any Demand Registration for inclusion therein within five (5) Business Days a period of at least 180 days after the receipt effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of Pubco’s notice. Each time equal to the period the holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained refrains from selling any securities included in such notice registration at the request of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is (x) an underwriter or becomes available (y) HII pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms provisions of this Agreement. HII shall be required to maintain the effectiveness of a “shelf” Registration Statement with respect to any Demand Registration at all times until the third anniversary of the effective date thereof, or, if earlier, until all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that any Stockholder owning Common Equity Securities that have been included on a “shelf” Registration Statement may request that such Common Equity Securities be removed from such Registration Statement, in which event HII shall promptly either withdraw such Registration Statement if the Common Equity Securities of such Stockholder are the only Common Equity Securities still covered by such Registration Statement or file a post-effective amendment to such Registration Statement removing such Common Equity Securities. Notwithstanding anything contained herein to the contrary, HII hereby agrees that (i) each Demand Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be reasonably requested by a holder of Registrable Securities to allow for a distribution to, and resale by, the direct and indirect affiliates, partners, members or stockholders of a holder of Registrable Securities (a “Partner Distribution”) and (ii) HII shall, at the reasonable request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder to effect such Partner Distribution.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time after six months following the date on which the Company has completed a public offering of its capital stock other than a registration of stock options, stock purchase or from time similar plans or a transaction pursuant to timeSEC Rule 145 under the Securities Act (an “IPO”), the holders of a majority of the Investor Registrable Securities may submit a written request for registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and the holders of a majority of the Investor Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all if available. All registrations requested by the Initiating Investors being pursuant to this paragraph 1(a) are referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered registered, the anticipated per share price range for such offering and the intended method of distribution. Within five (5) Business Days ten days after receipt of any such request, Pubco provided that the anticipated aggregate offering price of the Registrable Securities requested to be registered, net of underwriting discounts and commissions, is at least $5,000,000, the Company shall give written notice of such requested registration to all other holders of Investor Registrable Securities and, subject to the terms of paragraph 1(d) hereof, the Company shall use its best efforts to file such registration statement as soon as practicable, and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Investor Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Company’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available , subject to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementlimitations set forth herein.

Requests for Registration. Subject to the following paragraphs of this Section 2(a), each of the Requisite Shareholders shall have the right from time to time by delivering a written notice to the Company (a “Demand Notice”) to require the Company to register, pursuant to the terms and conditions of this Agreement under and in accordance with the provisions of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be so registered and pursuant to the intended method terms of distribution. Within this Agreement (a “Demand Registration”); provided, however, that (i) a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by the participating Requisite Shareholders is reasonably expected by such Requisite Shareholders to result in aggregate gross cash proceeds in excess of $50,000,000 (before deducting any underwriting discount or commission); provided that notwithstanding the foregoing or anything to the contrary elsewhere in this Agreement, each Requisite Shareholder shall have the right to deliver an Initiating Demand Notice (as defined below) no fewer than five (5) times and a Joinder Demand Notice (as defined below) no fewer than five (5) times; and (ii) the Company shall not be obligated to effect more than one such Demand Registration in any 180-day period without the consent of a majority of the board of directors. In the event any Requisite Shareholder (an “Initiating Demand Shareholder”) delivers a Demand Notice (an “Initiating Demand Notice”), each other Requisite Shareholder shall be entitled to join in such demand for registration by delivering written notice thereof (a “Joinder Demand Notice”) to the Company and the Initiating Demand Shareholder within ten (10) Business Days after its receipt of the Notice (as defined below) from the Company, in which case the Initiating Demand Notice shall be deemed to have been delivered jointly by the Initiating Demand Shareholder and each other Requisite Shareholder which delivered a Joinder Demand Notice (each, an “Additional Demand Shareholder” and together with the Initiating Demand Shareholder, the “Demand Shareholders”) as of the date of the receipt by the Company of the Initiating Demand Notice and for the number of Registrable Securities set forth in the Initiating Demand Notice with respect to the Initiating Demand Shareholder and in the respective Joinder Demand Notice with respect to each Additional Demand Shareholder. Following receipt of an Initiating Demand Notice, the Company shall file a Registration Statement with respect to the Registrable Securities covered in such Initiating Demand Notice and, if applicable, in any related Joinder Demand Notices, and otherwise requested to be included in such requestRegistration Statement in accordance with this Section 2(a), Pubco as promptly as practicable, but not later than 45 days after receipt of such Initiating Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Any Demand Registration may be required by the Requisite Shareholders making such demand to be on an appropriate form under the Securities Act (including Form S-3ASR or any successor form that becomes effective upon filing with the SEC if the Company is then eligible to use such form) in accordance with the methods of distribution set forth in the Registration Statement and Rule 415 under the Securities Act. No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period in which case such Requisite Shareholders shall be entitled to an additional Demand Registration, as the case may be, in lieu thereof. Within 10 days after receipt by the Company of an Initiating Demand Notice, the Company shall give written notice (the “Notice”) of such requested registration Initiating Demand Notice to all other holders of Registrable Securities andand shall, subject to the terms and conditions set forth hereinprovisions of Section 2(b) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has the Company received written requests for inclusion therein within five (5) Business Days 15 days after such Notice is given by the receipt Company to such holders. All requests made pursuant to this Section 2 will specify the number of Pubco’s noticeRegistrable Securities to be registered and the intended methods of disposition thereof. Each holder of Registrable Securities agrees that which has requested to include Registrable Securities in any Registration Statement pursuant to this Section 2(a) shall furnish to the Company in writing such other information regarding such holder and the distribution proposed by such holder as the Company reasonably requests specifically for use in connection with such Registration Statement. The Company shall treat as confidential be required to maintain the receipt effectiveness of the notice of Registration Statement with respect to any Demand Registration and shall not disclose for a period of at least 270 days after the effective date thereof or use the information contained such shorter period in which all Registrable Securities included in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementStatement have actually been sold.

Requests for Registration. Subject to the terms and conditions provisions of this Agreement and Article II, any Holder or group of Holders holding Registrable Securities representing at least 50.1% the Lock-Up Agreements, Registrable Securities then outstanding may at any time or from time to time, the holders of Registrable Securities may make (a) one written request for registration under the Securities Act of all or any portion at least 33% of their such Holders’ Registrable Securities consisting of Debt Securities on Form S-1 or any similar long-form the Issuer and (b) four written requests for registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including Act of at least 25% of such Holders’ Registrable Securities consisting of PubliCo Shares having an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below aggregate market value greater than U.S.$20 million on PubliCo (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as written request, in either case, a “Demand RegistrationsRegistration”). Each request for a Demand Registration Such requests shall specify the approximate number amount of Registrable Securities requested to be registered and the intended method or methods of distributiondisposition. Within five (5) Business Days Promptly after receipt of any such request, Pubco the Issuer, in the case of Registrable Securities consisting of Debt Securities, or PubliCo in the case of Registrable Securities consisting of PubliCo Shares shall give send written notice of such requested registration request to all other holders of Registrable Securities andHolders and shall, subject to the terms and conditions set forth hereinprovisions of this Article II, shall include in such registration (and in Demand Registration all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received the Issuer or PubliCo, as the case may be, receives written requests (specifying the amount of Registrable Securities to be registered and the intended method or methods of disposition) for inclusion therein within five (515 days after such notice is sent; provided that if the managing underwriter(s) Business Days after for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise the receipt of Pubco’s notice. Each holder Holders and the Issuer or PubliCo, as the case may be, that in its reasonable opinion, the number of Registrable Securities agrees that such holder shall treat as confidential to be sold would adversely affect the receipt success of the notice offering, then the Issuer or PubliCo, as the case may be, will reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above. The number of Registrable Securities that may be registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities beneficially owned by the respective Holders, second, all Debt Securities or PubliCo Shares proposed to be registered for offer and sale by the Issuer or PubliCo, as the case may be, and third, to Debt Securities or PubliCo Shares proposed to be registered pursuant to any piggy-back registration rights of third parties. As promptly as practicable thereafter, but in no event later than 45 days after the end of such 15-day period, but subject to Section 2.3 hereof, the Issuer or PubliCo, as the case may be, shall use its reasonable best efforts to file with the SEC a Registration Statement, registering all Registrable Securities that any Holders have requested to register, for disposition in accordance with the intended method or methods set forth in their notices to the Issuer or PubliCo, as the case may be. The Issuer and/or PubliCo, as the case may be, shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) 150 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein; provided that no Registration Statement for a Demand Registration shall become effective prior to the day following the expiration of the Lock-up Period. Notwithstanding anything to the contrary in this Article II, no Holder shall have the right to require the Issuer or PubliCo, as the case may be, to register any Registrable Securities pursuant to Article II during any period (not to exceed 135 days) following the closing of the completion of the distribution of the securities offered by the Issuer or PubliCo, as the case may be, and shall not disclose registered pursuant to the Article III Notice that would cause the Issuer or use PubliCo, as the information case may be, to breach a lock-up provision contained in the underwriting agreement for such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementdistribution.

Requests for Registration. Subject The Demanding Holders shall have ------------------------- the right by written notice delivered to the Company (the "Demand Notice") to require the Company to register (a "Demand Registration") under and in accor- dance with the provisions of the Securities Act the number of Registrable Securities requested to be so registered pursuant to the terms and conditions of this Agreement and Agree- ment. In no event shall the number of Demand Registrations pursuant to this Section 3(a) exceed two for all Demanding Holders unless any Demand Registration does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), or the amount of Registrable Securities to be registered on behalf of the Lock-Up Agreementsholders requesting such Demand Registration is reduced by more than 50% pursuant to Section 3(b) hereof, at any time or from time then the Demanding Holders shall be entitled to timean additional Demand Registration in lieu thereof until such Demand Registration is declared and maintained effective for such period. Within 10 days after receipt by the Company of a Demand Notice, the Company shall give written notice of such Demand Notice to all other holders of Registrable Securities may request and shall,subject to the provisions of Section 3(b) hereof, include in such registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including with respect to which the Company received written requests for inclusion therein within 10 days after such notice is given by the Company to such holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposi- tion thereof. If the Demanding Holders request that such Demand Registration be a shelf "shelf" registration pursuant to Rule 415 under the Securities Act, the Company shall file such Demand Registration under Rule 415 and shall keep the Registra- tion Statement filed in respect thereof effective for a period that shall terminate on the earlier of (i) or any similar short-form registration statement, including an automatic shelf registration statement 180 days from the date on which the SEC declares such Registration Statement effective and (as defined in Rule 405ii) (an “Automatic Shelf the date on which all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and Agreement, commencing on the date that is one (1) year following the date hereof (or earlier if authorized by a decision of the Lock-Up AgreementsCompany’s board of directors (without any dissenting vote from any member of the Company’s board of directors)), at any time or from time to time, the holders of Registrable Securities each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), and each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (“Short-Form Registrations”), if available, on Form S-3 (including . All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Controlling Holder making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available . Except to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and the extent that Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each applies, promptly upon receipt of a request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within (but in no event more than five (5) Business Days after receipt of any thereafter (or such requestshorter period as may be reasonably requested in connection with a Shelf Offering)), Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 2(d), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities of each Holder with respect to which Pubco the Company has received a written requests request for inclusion therein within five (5) Business Days after the receipt of Pubcodate the Company’s noticenotice was delivered. Each holder of Registrable Securities agrees that such holder shall treat as confidential Notwithstanding the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generallyforegoing, other than as a result of disclosure by the holder in breach delivery to each Holder of the terms of written notice in accordance with this AgreementSection 2(a), the Company shall not be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. Subject to the terms and conditions The holders of this Agreement and a majority of the Lock-Up Agreements, at any time or from time to time, the holders of Triton Registrable Securities may request registration under the Securities Act of all or any portion part of their its Registrable Securities on Form S-1 or any similar long-form registration statement (“Triton Long-Form Registrations”) or, if available, on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Triton Short-Form Registrations”); provided that only two (2) Triton Long-Form Registrations may be requested hereunder. In addition, the holders of a majority of the Gores Registrable Securities may request registration under the Securities Act of all or part of its Registrable Securities on Form S-1 or any similar long-form registration (“Gores Long-Form Registration” and, together with Triton Long-Form Registrations, “Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement(“Gores Short-Form Registrations” and, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”)together with Triton Short-Form Registrations, if available to Pubco (“Short-Form Registrations”); provided that only one (1) Gores Long-Form Registration may be requested hereunder. The aggregate offering value of the Registrable Securities requested to be registered in accordance with Section 2(b) any Long-Form Registration must equal at least $25,000,000, and Section 2(c) below (the aggregate offering value of the Registrable Securities requested to be registered in any Short-Form Registration must equal at least $10,000,000. A requested Long-Form Registration shall not count as one of the permitted Long-Form Registrations until it has become effective, and no Long-Form Registration shall count as one of the permitted Long-Form Registrations unless the party requesting such holders being referred registration is able to herein as the “Initiating Investors” register and all sell 85% of its Registrable Securities requested to be included in such registration. All registrations requested by the Initiating Investors being pursuant to this Section 1(a) are referred to herein as “Demand Registrations”). .” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributionanticipated per share price range for such offering. Within five (5) Business Days days after receipt of any such request, Pubco the Corporation shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinSection 1(d), shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Corporation has received written requests for inclusion therein from such Persons within five twenty (520) Business Days days after the receipt of Pubcothe Corporation’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject (i) Following the expiration of the underwriter lock-up period applicable to the Initial Public Offering, the Requisite Holders shall have the right by delivering a written notice to the Corporation (a “Demand Notice”) to require the Corporation to register, pursuant to the terms and conditions of this Agreement under and in accordance with the provisions of the Lock-Up Agreements, at any time or from time to timeSecurities Act, the holders number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”); provided, however, that a Demand Notice may request registration only be made if the sale of the Registrable Securities requested to be registered by the Requisite Holders delivering such Demand Notice is reasonably expected to result in aggregate gross cash proceeds in excess of $100,000,000. Following receipt of a Demand Notice for a Demand Registration, the Corporation shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 30 days after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. (ii) The Requisite Holders shall be entitled to unlimited Demand Registrations, any of all which may involve an underwritten offering. (iii) At any time when the Corporation is eligible to utilize Form S-3 or a successor form to sell shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act, any portion Demand Registration may be for a “shelf” registration with respect to the resale of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form RegistrationsResale Shelf Registration”) or, if available, by Shareholders electing to participate in the Resale Shelf Registration on Form S-3 (including an appropriate form for an offering to be made on a shelf registration delayed or continuous basis pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement Act (as defined in Rule 405) (an the “Automatic Resale Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) and permitting registration of such Registrable Securities for resale by such Shareholders in accordance with the methods of distribution elected by such Shareholders and set forth in the Resale Shelf Registration Statement. At the time the Resale Shelf Registration Statement is declared effective, each Shareholder that has delivered to the Corporation the information required by Section 2(b6(b) on or prior to the date which is ten (10) business days prior to such time of effectiveness shall be named as a selling securityholder in the Resale Shelf Registration Statement and Section 2(c) below (the related prospectus in such holders being referred a manner as to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred permit such Shareholder to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number deliver such prospectus to purchasers of Registrable Securities requested to be registered and the intended method of distribution. in accordance with applicable law. (iv) Within five (5) Business Days 10 days after receipt by the Corporation of any such requesta Demand Notice, Pubco the Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andand shall, subject to the terms and conditions set forth hereinprovisions of Section 3(b) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has the Corporation received written requests for inclusion therein within five 10 days after such Notice is given by the Corporation to such holders. (5v) Business Days All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. (A) Subject to Section 3(c), the Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration (other than a Resale Shelf Registration Statement in connection with a Resale Shelf Registration) for a period of at least 180 days after the receipt effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of Pubco’s notice. Each time equal to the period the holder of Registrable Securities agrees that refrains from selling any securities included in such holder shall treat as confidential registration at the receipt request of an underwriter of the notice of Demand Registration and shall not disclose Corporation or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available Corporation pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms provisions of this Agreement. (B) Subject to Section 3(c), the Corporation shall be required to maintain the effectiveness of a Resale Shelf Registration Statement continuously effective for a period ending when all Registrable Securities covered by the Resale Shelf Registration Statement are no longer Registrable Securities. The Requisite Holders shall have the right to request that an underwritten offering be effected off the Resale Shelf Registration at any time; provided such underwritten offering is reasonably expected to result in aggregate gross cash proceeds in excess of $100,000,000.

Requests for Registration. (i) Subject to the terms and conditions other provisions of this Agreement and of the Lock-Up AgreementsAgreement, including Section 2(b), at any time or and from time to timetime when such Registrable Securities have not been previously registered on a then effective registration statement, the holders of Registrable Securities Designated Investors may request registration under the Securities Act of all or any a portion of their the Designated Investors’ Registrable Securities on Form S-1 S-1, Form S-11 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, or on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement(including, including if the corporation is then eligible, as an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available ) pursuant to Pubco Rule 415 under the Securities Act or any similar rule then in force (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below ), if available (such holders being referred to herein as the requesting Designated Investors, the “Initiating Investors” and all Requesting Equityholders”). All registrations requested by the Initiating Investors being pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” Demand Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short form. Unless the Registrable Securities have been previously registered on a then effective registration statement, the Company agrees to file with the SEC, following receipt of any such request for a Demand Registration, a registration statement with respect to the Registrable Securities under the Securities Act (the “Demand Registration Statement”)) in accordance with Section 5. The Company shall use its commercially reasonable efforts to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable after the filing thereof in accordance with Section 5. The Demand Registration Statement shall be on an appropriate form and the registration statement and any form of prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale proposed by the Requesting Equityholders. (ii) Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities and Other Equityholders and, subject to the terms and conditions set forth hereinof Section 2(c), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities securities with respect to which Pubco the Company has received written requests for inclusion therein within five ten (510) Business Days after delivery of the receipt of PubcoCompany’s notice; provided, that with the prior written consent of the Requesting Equityholders, the Company may provide notice of the Demand Registration to all other holders of Registrable Securities and Other Equityholders within three (3) Business Days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each holder of Registrable Securities securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and and, except as required by law, pursuant to court order, pursuant to a governmental authority having jurisdiction over such holder or in connection with exercise of remedies hereunder, shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to paragraph 1(b) below, (i) the terms and conditions holders of this Agreement and at least 50% of the Lock-Up AgreementsPreferred Registrable Securities may request, at any time or from time to timefollowing the Closing Date, the holders of Registrable Securities may request registration under the Securities Act of 1933, as amended (the "Securities Act"), of all or any portion part of their Registrable Securities on Form S-1 or any similar long-form registration statement (“"Long-Form Registrations”) or"), if available, on Form S-3 (including a shelf and each holder of Preferred Registrable Securities may request registration pursuant to Rule 415 under the Securities Act) Act of all or part of their Registrable Securities on Form S-2 or S-3 or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“"Short-Form Registrations”") in accordance with Section 2(bif available, (ii) the holders of at least 50% of the Note Registrable Securities may request, at any time from and Section 2(cafter the date on which the Notes shall have become convertible, a Long-Form Registration of all or part of their Note Registrable Securities, and each holder of Note Registrable Securities may request a Short-Form Registration of all or part of their Note Registrable Securities if available, and (iii) below the holders of at least 50% of the Warrant Registrable Securities (such other than the holders being referred to herein as of Series E Warrants who shall have no Demand Registration rights hereunder) may request, at any time following the “Initiating Investors” Closing Date, a Long-Form Registration of all or part of their Warrant Registrable Securities, and each holder of Warrant Registrable Securities (other than the holders of Series E Warrants who shall have no Demand Registration rights hereunder) may request a Short-Form Registration of all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”)or part of their Warrant Registrable Securities if available. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method anticipated per share price range for such offering. Holders of distributionall Registrable Securities may join in any Demand Registration initiated by any holder of Registrable Securities regardless of class of securities. Notwithstanding anything herein to the contrary, the right of a holder of Preferred Registrable Securities, Warrant Registrable Securities or Note Registrable Securities to join in a Demand Registration initiated by the holder of a different class of Registrable Securities shall not count as a Demand Registration for any holders of Registrable Securities other than the holders of the class of Registrable Securities held by the holders initiating the Demand Registration. Within five (5) Business Days ten days after receipt of any such request, Pubco shall the Company will give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five fifteen (515) Business Days days after the receipt of Pubco’s the Company's notice. Each holder of Registrable Securities agrees that such holder shall treat All registrations requested pursuant to this paragraph 1(a) are referred to herein as confidential the receipt of the notice of "Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementRegistrations".

Requests for Registration. Subject to the terms and conditions of this Section 2, beginning on the date that is nine (9) months from the date of this Agreement and of the Lock-Up Agreements, at any time or from time to timetime thereafter, the holders of at least a majority of the Warburg Registrable Securities (the “Warburg Majority Holders”) may request registration under the Securities Act of all or any portion of their Registrable Securities on Forms S-3 or F-3, as applicable, or any similar short-form registration (“Short-Form Registrations”), or, if such forms are not available, then on Forms S-1 or F-1, as applicable, or any similar long-form registration statement (“Long-Form Registrations”) or); provided that, if availableafter the 9 month anniversary and prior to the one year anniversary of the date of this Agreement, Warburg shall sell no more than the number of Registrable Securities that is 20% of the number of Ordinary Shares outstanding on Form S-3 (including a shelf registration the date hereof pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement a Demand Registration (as defined in Rule 405) (an “Automatic Shelf Registration Statement”below), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all . All registrations requested by the Initiating Investors being pursuant to this Section 2(a) are referred to herein as “Demand Registrations”). .” Each request for a Demand Registration (a “Demand Request”) shall specify (i) the approximate number of Registrable Securities requested to be registered and (ii) the intended anticipated method or methods of distribution. Within five three (53) Business Days business days after receipt of any such requestDemand Request, Pubco the Company shall give written notice of such requested registration Demand Registration (which shall specify the intended method of distribution of such Registrable Securities) to all other holders of Registrable Securities Shareholders (a “Company Notice”) and, subject to the terms and conditions set forth hereinof Section 2(d) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five ten (510) Business Days days after the receipt of Pubco’s noticethe Company Notice. Each holder The Warburg Majority Holders shall be entitled to request three (3) Demand Registrations (whether Long-Form Registrations or Short-Form Registrations) and Marketed Underwritten Shelf Offerings in the aggregate; provided, however, that the first Marketed Underwritten Shelf Offering initiated by the Warburg Majority Holders from any Shelf Registration Statement previously requested by the Warburg Majority Holders, shall not be deemed to be, solely for purposes of the limitation in this sentence, a Marketed Underwritten Shelf Offering. Notwithstanding the foregoing, if the Warburg Majority Holders wish to engage in an underwritten block trade off of a Shelf Registration Statement (as defined below) (either through filing an automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement) and either the Convertible Notes have ceased to remain outstanding or the holders of the Convertible Notes no longer have piggyback rights pursuant to the terms thereof, then notwithstanding the foregoing time periods, the Warburg Majority Holders only need to notify the Company of the block trade Demand Request two (2) business days prior to the day such offering is to commence (unless a longer period is agreed to by the Warburg Majority Holders wishing to engage in the underwritten block trade) and the Company shall not be required to notify any other Investors of such Demand Request and such other Investors shall have no right to piggyback on such Demand Request and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such offering (which may close as early as two (2) business days after the date it commences); provided, however, that the Warburg Majority Holders making such request shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade. A registration shall not count as one (1) of the permitted Demand Registrations until it has become effective, and unless the holders of Warburg Registrable Securities agrees that such holder shall treat as confidential the receipt (A) are able to register and sell at least 75% of the notice of Demand Registration and shall not disclose or use the information contained Warburg Registrable Securities requested to be included in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is registration; or becomes available to the public generally, other than as a result of disclosure by the holder in breach (B) register and sell at least 50% of the terms of this AgreementWarburg Registrable Securities then outstanding in such registration.

Requests for Registration. Subject to the terms and conditions provisions of this Agreement Article II, any Holder or group of Holders shall have the right to make a written request (a “Demand Request”) to have Lazard Ltd register under the Securities Act for offer and sale an amount of such Holders’ Registrable Securities that is not less than the Lock-Up AgreementsMinimum Demand Number a “Demand Registration”), at any time on or from time after July 1, 2008 (the “Initial Conversion Date”) and prior to time, the holders termination of this Agreement. Such Demand Request shall specify the amount of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method or methods of distributiondisposition. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities andLazard Ltd shall, subject to the terms provisions of this Article II and conditions to the Holders’ compliance with their obligations under the provisions of this Agreement, as promptly as practicable, but in no event later than 90 days after the date of the Demand Request, register under the Securities Act all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth hereintherein; provided that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise Lazard Ltd that in its opinion, shall include the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Lazard Ltd and the Holders), then Lazard Ltd will be entitled to reduce the number of Registrable Securities included in such registration (and to the number that, in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s noticeabove. Each holder The number of Registrable Securities agrees that may be registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such holder Holder in the Demand Request, second, all Lazard Ltd Shares proposed to be registered for offer and sale by Lazard Ltd and third, to Lazard Ltd Shares proposed to be registered pursuant to any piggy-back registration rights of third parties. Lazard Ltd shall treat use its reasonable best efforts to cause such Registration Statement to be declared effective as confidential soon as practicable after filing and to remain effective until the receipt earlier of (i) 60 days following the date on which it was declared effective and (ii) the date on which all of the notice Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Each Demand Registration and Request shall be irrevocable except as otherwise expressly provided herein (including Section 2.4). Notwithstanding anything to the contrary in this Article II, no Holder shall have the right to require Lazard Ltd to register any Registrable Securities pursuant to this Article II during any period (not disclose or use to exceed 180 days) following the information closing of the completion of a distribution of securities offered by Lazard Ltd that would cause Lazard Ltd to breach a lock-up provision contained in the underwriting agreement for such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementdistribution.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to time, the holders of Registrable Securities each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Controlling Holder making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available . Except to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and the extent that Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each applies, promptly upon receipt of a request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within (but in no event more than five (5) Business Days after receipt of any thereafter (or such requestshorter period as may be reasonably requested in connection with a Shelf Offering )), Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 2(d), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities of each Holder with respect to which Pubco the Company has received a written requests request for inclusion therein within five (5) Business Days after the receipt of Pubcodate the Company’s noticenotice was delivered. Each holder of Registrable Securities agrees that such holder shall treat as confidential Notwithstanding the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generallyforegoing, other than as a result of disclosure by the holder in breach delivery to each Holder of the terms of written notice in accordance with this AgreementSection 2(a), the Company shall not be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

Requests for Registration. Subject to the following paragraphs of this Section 3, the Sponsor Investor Shareholder shall have the right, by delivering, directly or indirectly, a written notice to the Corporation, to require the Corporation to register pursuant to the terms and conditions of this Agreement and in accordance with the provisions of the Lock-Up Agreements, at any time or from time to timeSecurities Act, the holders number of Registrable Securities may request registration under requested to be so registered pursuant to the Securities Act terms of all or any portion of their Registrable Securities this Agreement on Form S-1 or any similar or successor long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 or any similar or successor short-form registration (including “Short-Form Registrations”) (any such written notice delivered by the Sponsor Investor Shareholder or CPPIB, a shelf “Demand Notice” and any such registration pursuant to receipt of a Demand Notice by the Sponsor Investor Shareholder or CPPIB, a “Demand Registration”) provided that in each case, the aggregate amount of such Registrable Securities must be at least $50,000,000. Subject to the following paragraphs of this Section 3, CPPIB shall have the right, beginning on the date twelve months after the last day in the calendar month in which a Registration Statement in connection with an underwritten Public Offering became effective, by delivering, directly or indirectly, a Demand Notice to the Corporation, to require the Corporation to register pursuant to the terms of this Agreement and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement using a Long-Form Registration or, if available, using a Short-Form Registration (in each case, the aggregate amount of such Registrable Securities must be at least $50,000,000); provided that the Long-Form Registration demand right may only be exercised if the Corporation is not eligible to use a Short-Form Registration; provided further that if the Corporation has a registration statement filed with the SEC in accordance with and pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) then such demand right shall be exercised in accordance with Section 2(b) 4(c). The Sponsor Investor Shareholder and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations CPPIB may, in connection with any Demand Registration requested by such holder that is a Short Form Registration, require the Initiating Investors being referred Corporation to herein file such Registration Statement with the SEC in accordance with and pursuant to Rule 415 under the Securities Act including, if the Corporation is then eligible, as “an automatic shelf registration. Following receipt of a Demand Registrations”). Each request Notice for a Demand Registration delivered in accordance with this Section 3(a), the Corporation shall specify the approximate number of Registrable Securities requested use its reasonable best efforts to file a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be registered and declared effective under the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days Act as promptly as practicable after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementfiling thereof.

Requests for Registration. Subject to the terms and conditions of this Agreement and Each of the Lock-Up AgreementsMajority NAVER Holders and the Majority LY Holders, at any time or and from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, or on Form S-3 or any similar short-form registration statement (including “Short-Form Registrations”), if available (any such requested registration, a shelf registration “Demand Registration”). Each of the Majority NAVER Holders and the Majority LY Holders may request that any Demand Registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) and (if the Company is a WKSI at the time any such request is submitted to the Company or any similar short-form registration statement, including will become one by the time of the filing of such Shelf Registration) that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall must specify the approximate number or dollar value of Registrable Securities requested to be registered by the requesting Holders and (if known) the intended method of distribution. Within five The Majority NAVER Holders will be entitled to request not more than four (54) Business Days after receipt Long Form Registrations and unlimited Short-Form Registrations, and the Majority LY Holders will be entitled to request not more than two (2) Long Form Registrations and unlimited Short-Form Registrations; provided, that, in each case, the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must equal at least $25,000,000 or in any Short-Form Registration must equal at least $10,000,000 or, in each case, if less, all of the Registrable Securities held by such requesting Holder. The Company will pay all Registration Expenses, whether or not any such requestregistration is consummated. The Company will, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities andas expeditiously as possible, but subject to the terms and conditions set forth hereinSection 1(e), shall include in use its best efforts to consummate such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementRegistration.

Requests for Registration. Subject to Section 3.1(b) and the other terms and conditions of this Agreement and of Article III, any 5% Stockholder shall have the Lock-Up Agreementsright to, at any time in each case, pursuant to Section 3.1(c) or from time Section 3.1(d), request the Company to time, effect the holders of Registrable Securities may request registration under and in accordance with the provisions of the Securities Act of the offering of all or any portion of their the Registrable Securities on Form S-1 or any similar long-form Beneficially Owned by such 5% Stockholder, by submitting a written request of such registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under and specifying the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number amount of Registrable Securities requested proposed to be registered and the intended method (or methods) and plan of distributiondisposition thereof, including whether such requested registration is to involve an underwritten offering (a “Registration Demand”). Within five The Company shall give prompt written notice thereof (5a “Demand Registration Notice”) (and in any event within ten (10) Business Days after from the date of receipt of any such requestRegistration Demand) to each of the other 5% Stockholders, Pubco each of whom shall give written notice of such requested registration be entitled to all other holders of Registrable Securities andelect to include, subject to the terms and conditions set forth hereinin this Article III, Registrable Securities Beneficially Owned by it in the Registration Statement to which a Demand Registration Notice relates, by submitting a written request to the Company (a “Registration Request”) within fifteen (15) days after the date of such Demand Registration Notice, specifying the number of Registrable Securities that such Initial Requesting Holder intends to dispose of pursuant to such Registration Statement. Except as otherwise provided in this Agreement, the Company shall prepare and use its reasonable best efforts to file with the SEC, within ninety (90) days after the date of the applicable Registration Demand, a Registration Statement with respect to the following (in either case subject to Section 3.1(j) if the Registrable Securities will be sold in an underwritten offering): (i) all Registrable Securities of the Initial Requesting Holder included in such Registration Demand and (ii) all Registrable Securities that other Stockholders elect to include in such Registration Statement, pursuant to one (1) or more timely submitted Registration Requests. Thereafter, the Company shall use its reasonable best efforts, in accordance with Section 3.5, to effect the registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of the offering of such Registrable Securities under the Securities Act and applicable state securities laws, for disposition in accordance with respect the intended method or methods of disposition stated in the underlying Registration Demand. Subject to which Pubco has received written requests for inclusion therein within five (5) Business Days after Section 3.1(j), the receipt of Pubco’s notice. Each holder Company may include in such Registration Statement such number of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is Company proposes to offer and sell for its own account or becomes available to the public generally, account of any other than as a result of disclosure by the holder in breach of the terms of this AgreementPerson.

Requests for Registration. Subject to the terms and conditions provisions of this Agreement and Article II, any Holder or group of Holders holding Registrable Securities representing at least 5% of the Lock-Up Agreements, New Common Shares then outstanding may at any time or from time to time, the holders of Registrable Securities may make a written request for registration under the Securities Act of all or any portion part of their such Holders' Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant "Demand Registration"); provided that no Holder shall be entitled to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration until 11 months after the effective date of the Plan. Such request shall specify the approximate number amount of Registrable Securities requested to be registered and the intended method or methods of distributiondisposition. Within five (5) Business Days Promptly after receipt of any such request, Pubco the Company shall give send written notice of such requested registration request to all other holders of Registrable Securities andHolders and shall, subject to the terms and conditions set forth hereinprovisions of this Article II, shall include in such registration (and in Demand Registration all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received the Company receives written requests (specifying the amount of Registrable Securities to be registered and the intended method or methods of disposition) for inclusion therein within five (5) Business Days 15 days after such notice is sent; provided that if the receipt managing underwriter for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall advise the Holders that, in its opinion, the inclusion of Pubco’s notice. Each holder the amount of Registrable Securities agrees to be sold for the account of Holders other than the Holder that initiated such holder shall treat as confidential Demand Registration ("Non-Initiating Holders") would adversely affect the receipt success of the notice offering, then the number of Registrable Securities to be sold for the account of such Non-Initiating Holders shall be reduced (and may be reduced to zero) in accordance with the managing underwriter's recommendation. As promptly as practicable thereafter, but in no event later than 45 days after the end of such 15-day period, but subject to Section 2.3 hereof, the Company shall use its reasonable best efforts to file with the SEC a Registration Statement, registering all Registrable Securities that any Holders have requested to register, for disposition in accordance with the intended method or methods set forth in their notices to the Company. The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein; provided that no Registration Statement for a Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the become effective prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by day following the holder in breach one-year anniversary of the terms effective date of this Agreementthe Plan.

Requests for Registration. Subject to the terms and conditions following paragraphs of this Agreement and Section 4(a), (i) in connection with any Initial Public Offering on or prior to the fifth anniversary of the Lock-Up Agreements, at any time or from time to timedate of this Agreement, the holders KKR Stockholders shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the sale of a number of Registrable Securities may request registration specified by the KKR Stockholders (subject to clause (i) of the second paragraph of Section 5(a)), (ii) in connection with any Initial Public Offering following the fifth anniversary of the date of this Agreement, if KKR and Walgreens agree (each acting reasonably) on the total number of Registrable Securities to be sold by the KKR Stockholders and the Walgreens Stockholders in such Initial Public Offering, then each Principal Stockholder shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act Act, the sale of all or any pro rata portion of their such total number of Registrable Securities; provided that, for the avoidance of doubt, if KKR and Walgreens do not so agree, no Principal Stockholder shall be entitled to sell Registrable Securities in such Initial Public Offering, and (iii) following the Initial Public Offering, each Principal Stockholder shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the sale of a number of Registrable Securities specified by such Principal Stockholder, in each case on Form S-1 or any similar or successor long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar or successor short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (any such holders being referred to herein as the written notice, a “Initiating InvestorsDemand Notice” and all registrations requested by the Initiating Investors being referred to herein as any such registration, a “Demand RegistrationsRegistration”). Each request for ; provided, however, that a Demand Registration shall specify Notice may only be made if the approximate number sale of the Registrable Securities requested to be registered by any demanding Principal Stockholder and its Affiliates is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission); provided, further, that the intended method Corporation shall not be obligated to file a Registration Statement relating to any registration request under this Section 4(a) within a period of distributionninety (90) days after the effective date of any other Registration Statement relating to any registration request under this Section 4(a) (including, for this purpose, any Marketed Underwritten Shelf Take Down) (or, after the effective date of the Initial Public Offering, within a period of one hundred eighty (180) days). Within Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 4(a), the Corporation shall use its reasonable best efforts to file with the SEC a Registration Statement as promptly as practicable and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Promptly (and, in any event, within five (5) Business Days days) after receipt by the Corporation of any such requesta Demand Notice in accordance with this Section 4(a), Pubco the Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andand shall, subject to the terms and conditions set forth hereinprovisions of Section 4(b), shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has the Corporation received written requests for inclusion therein within five ten (510) Business Days days after such Notice is given by the Corporation to such holders. Notwithstanding anything to the contrary in this Agreement, unless otherwise consented to by the KKR Stockholders, in connection with a Demand Notice for an Initial Public Offering, the Corporation shall only be required (and permitted) to deliver any Notice or Piggyback Notice as provided in clause (i) of the second paragraph of Section 5(a). All requests made pursuant to this Section 4 will specify the estimated number of Registrable Securities to be registered and/or, in the case of an Initial Public Offering, the estimated number of shares of Common Stock to be issued, and the intended methods of disposition thereof; provided that the requesting holder shall promptly inform the Corporation of any updates to such estimates. The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the receipt effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of Pubco’s notice. Each time equal to the period the holder of Registrable Securities agrees that refrains from selling any securities included in such holder shall treat as confidential Registration Statement at the receipt request of the notice Corporation or an underwriter of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available Corporation pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms provisions of this Agreement.

Requests for Registration. Subject (i) Following the expiration of the underwriter lock-up period applicable to the terms and conditions Initial Public Offering, upon the written request of this Agreement and one or more Stockholders who together hold a majority of the Lock-Up Agreements, at any time or from time to time, the holders of then outstanding Registrable Securities may request (the “Requesting Stockholders”) that the Company effect the registration under the Securities Act of all or any portion part of their the Registrable Securities on Form S-1 or any similar long-form pursuant to a registration statement (a “Long-Form RegistrationsDemand Registration”) or), if availablethe Company shall use commercially reasonable efforts to effect, on Form S-3 (including a shelf as promptly as practicable, the registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (Act of such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered so registered. (ii) Subject to Section 2(d), the Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of an underwriter of the Company or the Company pursuant to the provisions of this Agreement. (iii) In connection with each such Demand Registration, the Company shall cause there to occur Full Cooperation. (iv) The Company shall not be obligated to effect any Demand Registration (A) within three months of an Underwritten Offering in which all Stockholders were given “piggyback” rights pursuant to Section 3 (subject to Section 2(d) and at least 50% of the intended method number of distribution. Within five Registrable Securities requested by such Stockholders to be included in such Demand Registration were included) or (5B) Business Days within three months of any other Demand Registration or any Underwritten Offering pursuant to Section 2(b). (v) Promptly after receipt of any such requestrequest for Demand Registration, Pubco the Company shall give written notice of such requested registration request to all each other holders of Registrable Securities andStockholder and shall, subject to the terms and conditions set forth hereinprovisions of Section 2(c) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect any Stockholders have requested to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementbe so registered.

Requests for Registration. (a) Subject to the terms and conditions provisions of this Agreement and Article II, any Holder or group of the Lock-Up Agreements, Holders may at any time or from time to time, the holders of Registrable Securities may make a written request (a “Demand Request”) for registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-of all or any portion of its Registrable Securities or if the Company is then eligible to use Form Registrations”) orS-3, if available, a registration statement on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) of all or any similar short-form registration statement, including an automatic shelf registration statement portion of its Registrable Securities (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as a “Demand RegistrationsRegistration”). Each request for a Such Demand Registration Requests shall specify the approximate number amount of Registrable Securities requested to be registered and the intended method or methods of distributiondisposition. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities andSolta shall, subject to the terms provisions of this Article II and conditions to the Holders’ compliance with their obligations under the provisions of this Agreement, use its commercially reasonable efforts to file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request for disposition in accordance with the intended method or methods set forth hereintherein as promptly as possible following receipt of a Demand Request; provided, that if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall include advise Solta that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Solta and the Holders), then Solta will be entitled to reduce the number of Registrable Securities included in such registration (and to the number that, in all related registrations and qualifications under state blue sky laws or the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in compliance with other registration requirements and the event of such a reduction in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder number of Registrable Securities agrees that included in such holder registration, the number of Registrable Securities registered shall treat be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, Solta Common Shares proposed to be registered for offer and sale by Solta; and third, Solta Common Shares proposed to be registered pursuant to any piggy-back registration rights of security holders of Solta other than any Holder. Solta shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as confidential soon as practicable after filing and to remain effective until the receipt earlier of (a) ninety (90) days following the date on which it was declared effective, and (b) the date on which all of the notice Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. (b) Notwithstanding the provisions of Section 2.1(a), Demand Registrations shall be Shelf Registrations whenever Solta is permitted to use any applicable short form Registration Statement on Form S-3. Solta shall use its commercially reasonable efforts to promptly cause the Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof and Solta shall not disclose use its commercially reasonable efforts to keep such shelf registration continuously effective following such registration until three (3) years after the registration statement is declared effective. Any Holder or use group of Holders may request an underwritten offering using such Shelf Registration (an “Underwritten Takedown”), and any such request shall be deemed a Demand Registration. The provisions of Section 2.1(a) shall apply mutatis mutandis to each Underwritten Takedown, with references to “filing of the information contained Registration Statement” or such Registration Statement being declared “effective” being deemed references to filing of a prospectus or supplement for such offering and references to “registration” being deemed references to the offering; provided that any Holder or group of Holders participating in the Underwritten Takedown shall only include any Holder or group of Holders whose Registrable Securities are included in such notice of Demand Shelf Registration or may be included therein without the prior written consent of Pubco until need for a post-effective amendment to such time as the information contained therein is or becomes available to the public generally, Shelf Registration (other than as a result of disclosure by the holder in breach of the terms of this Agreementan automatically effective amendment).

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at At any time or from time to timeafter the date hereof, (i) the holders of a majority of the MDCP Registrable Securities then outstanding may request registration up to two registrations under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“each, a "Long-Form Registrations”Registration"), (ii) orthe holders of a majority of the ▇▇▇▇▇▇▇▇ Registrable Securities then outstanding may request one Long- Form Registration, if available, (iii) the holders of at least 10% of the Purchaser Registrable Securities then outstanding may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“"Short-Form Registrations”") if available, and (iv) the holders of a majority of the Meritage Registrable Securities then outstanding may request one Short-Form Registration, if available; provided that the aggregate offering value of the Registrable Securities requested to be registered in accordance with Section 2(bany registration under this paragraph 1(a) (any "Demand Registration") must equal at least $15 million in any Long- Form Registration, and Section 2(cat least $5 million in any Short-Form Registration; and provided further that the right of the holders of Meritage Registrable Securities under clause (iv) below above will terminate at such time as Meritage and its affiliates cease to hold in the aggregate at least 50% of the Meritage Registrable Securities held by Meritage on the date hereof. All requests for Demand Registrations shall be made by giving written notice to the Company (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “"Demand Registrations”Notice"). Each request for a Demand Registration Notice shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributionanticipated per share price range for such offering. Within five (5) Business Days ten days after receipt of any such requestDemand Notice, Pubco the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinprovisions of paragraph 1(d) below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubco’s the Company's notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to At any time beginning on the terms and conditions date of this Agreement and expiration of the IPO Lock-Up Agreementsup Period to but excluding the one-year anniversary of the closing of the initial Public Offering, at any time or from time to time, a Majority in Interest of the holders of Registrable Securities Principal Investors may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or). At any time beginning on and following the one-year anniversary of the closing of the initial Public Offering, each of the ▇▇▇▇▇▇ Investors, the BXCI Investors, the GPV Investors, the DC Investors and the BM Investors may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration statement (“Short-Form Registrations”), if available, on and each such request may specify that any Short-Form S-3 (including a shelf registration Registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) and (if the Company is a WKSI at the time any such request is submitted to the Company or any similar short-form registration statement, including will become one by the time of the filing of such Shelf Registration) that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“. Any such requested Long-Form Registration or Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being Registration is referred to herein in this Agreement as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as a “Demand Registrations”). Registration.” Each request for a Demand Registration shall must specify the approximate number or dollar value of Registrable Securities requested to be registered by the requesting Holders and (if known) the intended method of distribution. Within five On the terms and subject to the other conditions herein, the Principal Investors, collectively, shall be entitled to no more than two (52) Business Days after receipt Long-Form Registrations; provided that (i) the proposed maximum aggregate offering value of the Registrable Securities requested to be registered in any such request, Pubco shall give written notice Long-Form Registration must equal at least $50,000,000 based on the public offering price of such requested registration to all other holders shares of Registrable Securities andset forth in the registration statement applicable to such Long-Form Registration or (ii) all of the remaining Principal Investor Registrable Securities are sold in such offering; provided further that, following the one-year anniversary of the closing of the initial Public Offering, if the Company is ineligible to use a Short-Form Registration to effect a Demand Registration for any period of four (4) consecutive months, then the Principal Investors, collectively, shall be entitled to no more than two (2) additional Long-Form Registrations. On the terms and subject to the terms other conditions herein, each of the ▇▇▇▇▇▇ Investors, the BXCI Investors, the GPV Investors, the DC Investors and conditions the BM Investors shall be entitled to no more than two (2) Short-Form Registrations in any twelve (12) month period; provided that (i) (x) the proposed maximum aggregate offering value of the Registrable Securities requested to be registered in any Short-Form Registration must equal at least $20,000,000 based on the public offering price of shares of Registrable Securities set forth hereinin the registration statement applicable to such Short-Form Registration or (y) all of the remaining ▇▇▇▇▇▇ Investor Registrable Securities, shall include BXCI Investor Registrable Securities, GPV Investor Registrable Securities, DC Investor Registrable Securities or BM Investor Registrable Securities, as applicable, are sold in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such offering. The Company will not be obligated to register the Registrable Securities of any Holder pursuant to a Long-Form Registration or a Short-Form Registration if the Company has filed within the immediately preceding sixty (60)-day period a registration statement or effected an offering of Common Equity with respect to (x) a Demand Registration (other than a Shelf Registration Statement that is not filed to effect an immediate Shelf Offering), (y) a Shelf Offering or (z) which Pubco a holder has received written requests for inclusion therein within five (5) Business Days after declined the receipt of Pubco’s notice. Each holder of right to have its Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available included pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementPiggyback Registration.

Requests for Registration. (a) Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, McDonald's may at any time or from time to timeafter the Effectiveness Date and once in each nine-month period after the Effectiveness Date, the holders of Registrable Securities may request registration by the Company under the Securities Act of all or any portion part of their its Registrable Securities Shares on Form S-1 or any similar long-form registration statement (“"Long-Form Registrations”Registration") orfor a public offering, so long as McDonald's beneficially owns at least 5% of the vote represented by the Equity Securities at the time of such request. In addition, McDonald's shall be entitled to request an unlimited number of registrations under the Securities Act of all or part of its Registrable Shares on Form S-3 or any similar short-form registration statement ("Short-Form Registration") as described below; provided, however, that the aggregate offering price of the Registrable Shares requested to be registered in any Long-Form Registration or Short-Form Registration must reasonably be expected to equal at least $2,000,000. (b) Any Long-Form Registration and Short-Form Registration requested pursuant to subsection (a) above is referred to herein as a "Demand Registration." Any request for a Demand Registration (each, a "Notice of Demand") shall specify (i) the amount of Registrable Shares proposed to be registered; and (ii) the intended method or methods and plan of disposition thereof, including whether such requested registration is to involve an underwritten offering. Within 45 days of a Notice of Demand, the Company shall file with the Commission, or otherwise designate an existing filing as, a Registration Statement relating to such Notice of Demand for the offer and sale of the Registrable Shares by the Investors from time to time in accordance with the method or methods and plan of disposition elected by such Investors and set forth or to be set forth in such Registration Statement and, thereafter, shall (i) use its reasonable best efforts to cause such Registration Statement promptly to be declared effective under (A) the Securities Act; and (B) the "Blue Sky" laws of such jurisdictions as any seller of Registrable Shares being registered under such Registration Statement or any underwriter, if availableany, reasonably requests; or (ii) otherwise make available for use by Investors a previously filed effective Registration Statement for the offer and sale of the Registrable Shares. (c) Subject to the terms and conditions hereof, each Demand Registration shall register the offer and sale of Registrable Shares for all cash consideration and shall be Short-Form Registrations whenever the Company is eligible to use Form S-3, unless McDonald's specifically requests a Long-Form Registration. It is agreed that at any time when the Company is eligible to file a Registration Statement on Form S-3 (including or any successor form), McDonald's may request that the Company file a shelf registration Registration Statement pursuant to Rule 415 under the Securities Act to permit the offering of the Registrable Shares on a delayed or continuous basis. Once the Company has become subject to the reporting requirements of the Exchange Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available the Company shall use its reasonable and best efforts to Pubco (“make Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as Registrations available for the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number sale of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementShares.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at At any time or and from time to timetime after the date hereof, the holders of Registrable Securities may request registration constituting at least 25% of the total number of a class or series of Registrable Securities then outstanding will have the right by written notice delivered to the Company (a "Demand Notice"), to require the Company to register (a "Demand Registration") under and in accordance with the provisions of the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be so registered and (but not less than 15% of the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice total number of such requested registration class or series of Registrable Securities then outstanding); provided, however, that no Demand Notice may be given prior to all other 4 months after the effective date of the immediately preceding Demand Registration, if any. The number of Demand Registrations pursuant to this Section 3(a) shall not exceed three for each class or series of Registrable Securities; provided, however, that in determining the number of Demand Registrations to which the holders of Registrable Securities are entitled there shall be excluded (1) any Demand Registration that is an underwritten registration if the managing underwriter or underwriters advise the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering and, subject to as a result thereof, less than the terms and conditions set forth herein, shall include total number of Registrable Securities requested for inclusion are included in such registration Demand Registration or such holders, upon receiving such advice from the managing underwriter or underwriters, elect not to proceed with such Demand Registration, and (and 2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 3(b) hereof, unless in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwritingthe case of this clause (2) all such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter with respect to which Pubco has received written requests for inclusion therein within five the Company, or (5ii) Business Days after the receipt holders of Pubco’s notice. Each holder of the Registrable Securities agrees that elect to pay all Registration Expenses in connection with such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementRegistration.

Requests for Registration. Subject to On the terms and subject to the conditions of this Agreement and of the Lock-Up AgreementsSection 9, at any time or from time to time, the holders of Registrable Securities and Stockholder Registrable Securities may request registration under the Securities Act (a “Demand Registration”) of all or any portion of their such holders’ Registrable Securities or Stockholder Registrable Securities, as applicable, on Form S-1 or any similar long-form registration statement for which the Company is then eligible (a “Long-Form RegistrationsRegistration” and, if effected pursuant to a demand by holders of Investor Registrable Securities, an “Investor Long-Form Registration”, or if effected pursuant to a demand by holders of Stockholder Registrable Securities, a “Stockholder Long-Form Registration”) or, if availablethen available for use by the Company for such purpose, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement for which the Company is then eligible (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (a “Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such Registration” and, if effected pursuant to a demand by holders being referred of Investor Registrable Securities, an “Investor Short-Form Registration” or if effected pursuant to herein as the a demand by holders of Stockholder Registrable Securities, a “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand RegistrationsStockholder Short-Form Registration”); provided, however, that (i) with respect to an Investor Long-Form Registration or Stockholder Long-Form Registration, as applicable, the demanding holders of Investor Registrable Securities or Stockholder Registrable Securities, as applicable, shall reasonably expect, subject to the agreement of at least one underwriter selected pursuant to Section 9G, that each such Investor Long-Form Registration or Stockholder Long-Form Registration, as applicable, shall have an anticipated offering price (without deduction of underwriter commissions) of at least $40 million in the aggregate and (ii) with respect to an Investor Short-Form Registration or Stockholder Short Form Registration, as applicable, the demanding holder of Investor Registrable Securities or Stockholder Registrable Securities, as applicable, shall reasonably expect, subject to the agreement of at least one underwriter selected pursuant to Section 9G, that each such Investor Short-Form Registration or Stockholder Short Form Registration, as applicable, shall have an anticipated offering price (without deduction of underwriter commissions) of at least $20 million in the aggregate. Each request for a Demand Registration shall specify the approximate number of Registrable Securities or Stockholder Registrable Securities, as applicable, requested to be registered and the intended method a good faith estimate of distributionan anticipated per share price range for such offering. Within five Promptly, but in any event within ten (510) Business Days Days, after receipt of any such request, Pubco shall the Company will give written notice of such requested registration to all each other holders holder of Registrable Securities or Stockholder Registrable Securities, as applicable, and, subject to the terms and conditions set forth hereinSection 9E, shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities or Stockholder Registrable Securities, as applicable, with respect to which Pubco the Company has received written requests for inclusion therein within five fifteen (515) Business Days days after the receipt of Pubcothe Company’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to (a) As provided in Sections 2.2 and 2.3, from and after the terms and conditions date that is ninety-one (91) days after the closing of this Agreement and of the Lock-Up Agreements, at any time or from time to timean Initial Public Offering, the holders Required Sofedit Stockholders, the Required Sofedit Institutional Stockholders, the Required CVC Stockholders or the Required Institutional Stockholders (each of Registrable Securities may which being, a "Requesting Investor") shall be entitled to request registration under the Securities Act of all or any portion part of their Registrable Securities (i) on Form S-1 or any similar long-form registration statement (“"Long-Form Registrations”"), and (ii) or, if available, on Form S-2 or S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“"Short-Form Registrations”") if the Company qualifies to use such short form; provided, however, that (a) prior to the date that is one (1) year and ninety-one (91) days after the closing of an Initial Public Offering, the Sofedit Institutional Stockholders shall not be entitled to request registration as a Requesting Investor with respect to more than thirty-five percent (35%) of the Registrable Securities held by the Sofedit Institutional Stockholders as a group on the date hereof and (b) prior to the date that is two (2) years and ninety-one (91) days after the closing of an Initial Public Offering, the Sofedit Institutional Stockholders shall not be entitled to request registration as a Requesting Investor with respect to more than seventy percent (70%) of the Registrable Securities held by the Sofedit Institutional Stockholders on the date hereof; provided, further, that the above proviso shall in accordance with Section 2(b) and Section 2(c) below (such holders being referred no way limit the rights of the Sofedit Institutional Stockholders under Article III or the rights of the Sofedit Institutional Stockholders to herein as the “Initiating Investors” and all registrations request inclusion in any Demand Registration requested by the Initiating Investors being referred to herein as “Demand Registrations”Sofedit Stockholders or the CVC Stockholders under this Section 2.1(a). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five ten (510) Business Days days after receipt of any such request, Pubco shall the Company will give written notice of such requested registration request to all other holders of Stockholders holding Registrable Securities. Thereafter, the Company will use all reasonable efforts to effect the registration under the Securities and, subject to Act on the terms form requested by the applicable Requesting Investors and conditions set forth herein, shall will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein by any Stockholder within five thirty (530) Business Days days after the receipt of Pubco’s the Company's notice, subject to the provisions of Section 2.5. Each holder All registrations requested pursuant to this Section 2.1 are referred to herein as "Demand Registrations." (b) Any Requesting Investor that requests a Demand Registration under this Article II may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing written notice to the Company; provided, however, that notwithstanding such revocation, such Demand Registration shall be deemed a request for purposes of Section 2.2 or 2.4 unless, after consultation with the Company and any proposed underwriter, the Requesting Investor in good faith determines that the Registrable Securities agrees that it has requested to be registered would not be sold pursuant to such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose within a reasonable amount of time or use the information contained in at a price acceptable to such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementRequesting Investor.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to timeafter the Closing under the Merger Agreement, (i) the holders of at least a majority of the Investor Registrable Securities may Securities, on the one hand, or (ii) the holders of at least a majority of the Sponsor Registrable Securities, on the other hand, may, in each case, request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, or on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available; provided that the holders of Investor Registrable Securities, on the one hand, and Sponsor Registrable Securities, on the other hand, may only make two such requests each. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations”. The holders of a shelf majority of the Investor Registrable Securities or Sponsor Registrable Securities, as applicable, making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days ten days after receipt of any such request, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days ten days after the receipt of Pubco’s Company issues such notice. Each holder of Registrable Securities Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions provisions of this Agreement and of Article II, the Lock-Up Agreements, MCMI Holder may at any time or from time to time, the holders of Registrable Securities may make a written request (a “Demand Request”) for registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (a “Long-Form RegistrationsDemand Registration”) or, if available, on Form S-3 after such Registrable Securities are no longer subject to the underwriter lock-up applicable to the IPO (including a shelf registration pursuant which may be due to Rule 415 under the Securities Act) expiration or any similar shortwaiver of such lock-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available up with respect to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”Registrable Securities). Each request for a Such Demand Registration Requests shall specify the approximate number amount of Registrable Securities requested to be registered and the intended method or methods of distributiondisposition. Within Guild shall, within five (5) Business Days after days of the receipt of any such requesta Demand Request, Pubco shall give written notice of such requested registration Demand Request to all other holders Holders of Registrable Securities and(the “Guild Notice”). Guild shall, subject to the terms provisions of this Article II and conditions to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file as promptly as reasonably practicable, but in any event not later than forty-five (45) days after the Demand Request is received, with the Commission a Registration Statement registering all Registrable Securities included in such Demand Request and any Registrable Securities that the Holders request to be included within the ten (10) days following their receipt of the Guild Notice, for disposition in accordance with the intended method or methods set forth hereintherein as promptly as possible following receipt of a Demand Request; provided, that, if the managing underwriter(s) for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall include advise Guild that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the price, timing or distribution of the securities offered or the market for the securities offered, then Guild will be entitled to reduce the number of Registrable Securities included in such registration (and to the number that, in all related registrations and qualifications under state blue sky laws or the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in compliance with other registration requirements and the event of such a reduction in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder number of Registrable Securities agrees that included in such holder registration, the number of Registrable Securities registered shall treat as confidential be allocated in the receipt following priority: first, pro rata among the Holders participating in the Demand Registration based on the relative number of Registrable Securities then held by each such Holder; second, and only if all the securities referred to in the preceding clause “first” have been included, to Guild up to the number of shares of Class A Common Stock proposed to be registered for offer and sale by Guild; and third, and only if all of the notice securities referred to in the preceding clauses “first” and “second” have been included to holders of shares of Class A Common Stock otherwise eligible to be included in such Demand Registration, on a pro rata basis based on the relative number of Registrable Securities then held by the holders of such shares of Class A Common Stock, up to the number of securities that in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. Guild shall use its reasonable best efforts to cause such Registration Statement to be declared effective as promptly as reasonably practicable after filing and to remain effective until the earlier of (i) ninety (90) days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein. Notwithstanding the foregoing, the Company shall not be required to effect any registration to be effected pursuant to this Section 2.1 unless the Registrable Securities requested to be registered pursuant to a Demand Registration and shall not disclose or use the information contained in such notice represent an aggregate offering price of Demand Registration without the prior written consent of Pubco until such time as the information contained therein Registrable Securities that is or becomes available reasonably expected to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementequal at least $10,000,000.

Requests for Registration. Subject to the terms blackout provisions contained in Section 2.06 and conditions the limitations set forth in this Section 2.01, a Holder or group of this Agreement and Holders (such Holder or group of the Lock-Up Agreements, at any time or from time to timeHolders, the holders of “Initiating Holder(s)”) shall have the right to require the Company to effect a registration with respect to Registrable Securities beneficially owned by such Initiating Holder(s) for an underwritten registration (which, for the avoidance of doubt, may request registration be pursuant to a Shelf Registration Statement as determined by the Initiating Holder(s)) under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (a “Long-Form RegistrationsRegistration Request”) or, if available, on Form S-3 by delivering a written request therefor (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form RegistrationsRequest Notice”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by Company specifying the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and included in such underwritten registration by the intended method Initiating Holder(s). In no event shall the Initiating Holder(s) make a Registration Request under this Section 2.01(a) to offer in the aggregate less than Registrable Securities that constitute three percent (3%) of distributionthe Company’s outstanding Common Stock as of the date of the Request Notice (the “Request Date”). Within five (5) Business Days As soon as practicable after the receipt of any such requesta Registration Request, Pubco the Company shall (i) give written notice of such requested registration request to all other holders Holders and (ii) use commercially reasonable efforts to effect the registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) of the Registrable Securities and, subject that have been requested to be registered in the Registration Request or by any other Holder by written notice to the terms and conditions set forth herein, shall include in such registration Company given within fifteen (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (515) Business Days after the receipt date the Company delivered such Holders notice of Pubco’s noticethe Registration Request. Each holder Any registration requested by a Holder or Holders pursuant to this Section 2.01(a) is referred to in this Agreement as a “Demand Registration”. The Company shall not be obliged under this Section 2.01(a) to effect more than (A) one (1) Demand Registration during any nine-month period or (B) a total of three (3) Demand Registrations on behalf of the Holders. For the avoidance of doubt, the Company, at its sole option, may elect to utilize an existing Registration Statement for the purpose of registering any Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of covered by a Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementRegistration.

Requests for Registration. Subject to At any time after four years after the terms and conditions date of this Agreement and Agreement, the Purchaser may demand that the Company register all or part of the Lock-Up AgreementsRegistrable Securities (as defined below) under the Securities Act (a “Demand Registration”) on Forms S-1 or S-3 (or similar forms then in effect) (each, at any time or from time to timea “Registration Statement”) promulgated by the SEC under the Securities Act. Within ten days after receipt of a demand, the Company shall notify in writing all holders of Registrable Securities may request registration under of the Securities Act of all demand. Any holder who wants to include his, her, or any portion of their its Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) orin the Demand Registration must notify the Company within ten business days of receiving the notice of the Demand Registration. Except as provided in this Section 5, if available, on Form S-3 (including a shelf registration the Company shall include in all Demand Registrations all Registrable Securities for which the Company receives timely written demands for inclusion. All demands made pursuant to Rule 415 under the Securities Actthis Section 5.1(a) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall must specify the approximate number of Registrable Securities requested to be registered (which may not be less than one third of the Registrable Securities) and the intended method of distributiondisposing of the Registrable Securities. Within five The Company shall prepare and file with (5or confidentially submit to) Business Days after receipt the SEC a Registration Statement covering all of any such request, Pubco shall give written notice of such requested registration to all other holders of the Registrable Securities andthat the holders thereof have requested to be included pursuant to such Demand Registration within 90 days after the date on which the initial request is given and will use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable thereafter, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) review by the SEC. Once a Registration Statement is declared effective by the SEC, the Company shall maintain its effectiveness for at least one hundred 120 days (or such shorter period as will terminate when all such Registrable Securities covered by such Registration Statement have been sold or withdrawn). The Company shall not be obligated to effect, or to take any action to effect, a registration pursuant to any demand notice in accordance with respect to which Pubco has received written requests for inclusion therein within five (5this Section 5.1(a) Business Days after the receipt of Pubco’s noticeCompany has filed with the SEC three Registration Statements (counting for these purposes only registrations which have been declared or ordered effective). Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms For purposes of this Agreement, the term “Registrable Securities” means (i) the Shares, and (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any Shares.

Requests for Registration. Subject to the terms and conditions of this Agreement and following the expiration of the Lock-Up Agreements, at any time or from time to timeperiod commencing on the date of this Agreement and ending on the three (3) month anniversary thereof (the “Registration Lockup Period” ), the holders of at least a majority of (i) the Platinum Registrable Securities, (ii) the Blackstone Registrable Securities, (iii) the ECP Registrable Securities, or (iv) the Sponsor Registrable Securities may (the holders listed in clauses (i) through (iv) of this sentence, the “Demand Holders”) may, in each case, request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, or on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available; provided, however, that each Demand Holder may only make six (6) such requests. All registrations requested pursuant to this Section 4.1(a) are referred to herein as “Demand Registrations”. Demand Registrations shall be underwritten offerings upon the request of a shelf Demanding Holder. The Demand Holders requesting a Demand Registration also may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five ten (510) Business Days days after receipt of any such request, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms and conditions set forth hereinof Section 4.1(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five ten (510) Business Days days after the receipt of Pubco’s Company issues such notice. Each holder of Registrable Securities Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, (i) at any time or from time to timeafter the Closing under the Merger Agreement, the holders of at least a majority of the Canyon Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities 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 (“Short-Form Registrations”) orif available and (ii) at any time after a Sponsor Demand Trigger Event, the holders of at least a majority of the Sponsor Registrable Securities may request a registration under the Securities Act of all or any portion of their Registrable Securities on a Long-Form Registration or on a Short-Form Registration, if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations”. The holders of a majority of the Canyon Registrable Securities or Sponsor Registrable Securities, on Form S-3 (including as applicable, making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days ten days after receipt of any such request, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days ten days after the holders’ receipt of Pubcothe Company’s notice. Each holder of Registrable Securities Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to time, the holders Holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or Form F-1 or any similar long-form registration statement (“Long-Form Registrations”) ), or, if then available, on Form S-3 or F-3 or any similar short-form registration (including “Short-Form Registrations”), in each case to the extent provided in Section 2.2, Section 2.3 or Section 2.4, as applicable. All registrations requested pursuant to this Section 2.1 are referred to herein as “Demand Registrations.” The Holders of a shelf majority of the Registrable Securities making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act) or any similar short-form Act (a “Shelf Registration” and such registration statement, including a “Shelf Registration Statement”) and, if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be made pursuant to an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) ten Business Days after the receipt of any such requesta request relating to a Demand Registration, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders Holders of Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2.5, shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwritingunderwritten offering) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) seven Business Days after the receipt of Pubcothe Company’s notice. Each holder ; provided that, with the consent of the holders of at least a majority of the Registrable Securities requesting the Demand Registration, the Company may provide notice of such Demand Registration to all other holders of Registrable Securities within three Business Days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to time, the holders Holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) ), or, if then available, on Form S-3 or any similar short-form registration (including “Short-Form Registrations”), in each case to the extent provided in Section 2.2, Section 2.3 or Section 2.5, as applicable. All registrations requested pursuant to this Section 2.1 are referred to herein as “Demand Registrations.” The Holders of a shelf majority of the Registrable Securities making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act) or any similar short-form Act (a “Shelf Registration” and such registration statement, including a “Shelf Registration Statement”) and, if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be made pursuant to an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) ten Business Days after the receipt of any such requesta request relating to a Demand Registration, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders Holders of Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2.6, shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwritingunderwritten offering) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) seven Business Days after the receipt of Pubcothe Company’s notice. Each holder ; provided that, with the consent of the holders of at least a majority of the Registrable Securities requesting the Demand Registration, the Company may provide notice of such Demand Registration to all other holders of Registrable Securities within three Business Days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of limits set forth in this Agreement and of Agreement, including, without limitation, the Lock-Up Agreementsrestrictions set forth in Section 4 hereof, at any time or from time to timeafter an IPO, the holders of Registrable Securities may request registration under Institutional Investors shall have the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement right, by delivering a written notice to the Company (a “Long-Form RegistrationsDemand Notice”) or), if availableto require the Company to register, on Form S-3 (including a shelf registration pursuant to Rule 415 under the terms herein and in accordance with the provisions of the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) the offer and Section 2(c) below (such holders being referred to herein as sale of the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be so registered and pursuant to the intended method of distributionterms herein (a “Demand Registration”). Within five ten (510) Business Days days after receipt by the Company of any such requesta Demand Notice, Pubco the Company shall give written notice (the “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andHolders. The Company shall, subject to the terms and conditions set forth hereinprovisions of Section 2(b) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received the Company receives written requests for inclusion therein within five ten (510) Business Days days after such Notice is given by the Company to Holders. Following receipt of a Demand Notice, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than thirty (30) days after receipt of such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the receipt filing thereof. Warburg IX and Warburg X shall be entitled to two (2) Demand Registrations each; provided, however, that Warburg IX and Warburg X shall be entitled to an unlimited number of Pubco’s noticeDemand Registrations that constitute Shelf Registrations. Each holder Notwithstanding any other provisions of this Section 2, in no event shall more than one Demand Registration occur within any six (6) month period from the effective date of any Registration Statement filed pursuant to a prior Demand Notice or within one hundred twenty (120) days after the effective date of a Registration Statement filed by the Company; provided, however, that no Demand Registration may be prohibited for such 120-day period more often than once in a twelve (12) month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2(a) or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period. In the case of each of clauses (i), (ii) and (iii), the requesting Holder shall be entitled to an additional Demand Registration. All requests made pursuant to this Section 2 will specify the amount of Registrable Securities to be included in the Registration Statement and the intended methods of distribution thereof. The Company shall be required to maintain the effectiveness of the Registration Statement (except in the case of a Shelf Registration) with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such Registration Statement at the request of (x) an underwriter or (y) the Company pursuant to the provisions herein. The Company shall be required to maintain the effectiveness of a Registration Statement for a Shelf Registration at all times after the effective date thereof until all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that any Holder of Registrable Securities that have been included in a Registration Statement for a Shelf Registration may request that such Registrable Securities be removed from such Registration Statement, in which event the Company shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) each Shelf Registration shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by a Holder to allow for a distribution to, and resale by, the direct and indirect partners, members or stockholders of a Holder (a “Partner Distribution”) and (ii) the Company shall, at the reasonable request of any Holder seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such holder shall treat as confidential language, if such language was not included in the receipt of the notice of Demand initial Registration and shall not disclose Statement, or use the information contained in revise such notice of Demand Registration without the prior written consent of Pubco until language if deemed reasonably necessary by such time as the information contained therein is or becomes available Holder to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementeffect such Partner Distribution.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreementslimits set forth below, at any time after the IPO, each of D. E. Shaw MWP Acquisition Holdings, L.L.C. (or from time its designated Permitted Transferee), D. E. Shaw MWPH Acquisition Holdings, L.L.C. (or its designated Permitted Transferee) (collectively “D. E. Shaw”)), Madison Dearborn Capital Partners IV, L.P. (or its designated Permitted Transferee) (collectively “Madison Dearborn”)), UPC Wind Partners II, LLC (or its designated Permitted Transferee) (collectively “UPC Holding”)), and the Alberta Entities (or their designated Permitted Transferee) (collectively “Alberta”)) shall have the right by delivering a written notice to timeWIND (a “Demand Notice”, and the Stockholder submitting such Demand Notice, a “Demanding Stockholder”) to require WIND to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”). Within ten (10) days after receipt by WIND of a Demand Notice, WIND shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities may and shall, subject to the provisions of subsection (b), include in such registration all Registrable Securities with respect to which WIND received written requests for inclusion therein within ten (10) days after such Notice is given by WIND to such holders. A Demand Notice (including a Demand Notice that is also a Take-Down Notice) shall only be binding on WIND if the sale of all Registrable Securities requested to be registered (pursuant to the Demand Notice and in response to the Notice) is reasonably expected to result in aggregate gross proceeds in excess of $100,000,000. Following receipt of a Demand Notice for a Demand Registration, WIND shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 60 days after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Each of D. E. Shaw and Madison Dearborn shall be entitled to request four (4) Demand Registrations, and each of UPC Holding and Alberta shall be entitled to request two (2) Demand Registrations; provided, however, that there shall be no limit to the number of Demand Registrations that constitute “shelf” registrations as contemplated by the next succeeding sentence. After such time as WIND shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of all any of its securities, D. E. Shaw, Madison Dearborn, UPC Holding or Alberta shall be entitled to request that any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (Demand Registration for which such Stockholder is delivering a Demand Notice be a “Long-Form Registrations”) or, if available, on Form S-3 (including a shelf shelf” registration pursuant to Rule 415 under the Securities Act, and each of D. E. Shaw, Madison Dearborn, UPC Holding and Alberta shall be entitled to an unlimited number of Demand Registrations that constitute “shelf” registrations. Notwithstanding any other provisions of this Section 2, in no event shall more than one Demand Registration occur within any six (6) or month period from the effective date of any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available Statement filed pursuant to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “a prior Demand Registrations”)Notice. Each request for a No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if (i) the Registration Statement relating to such Demand Registration does not become effective, (ii) the Registration Statement relating to such Demand Registration is not maintained effective for the period required pursuant to this subsection (a), (iii) the offering of the Registrable Securities pursuant to the Registration Statement relating to such Demand Registration is subject to a stop order, injunction or similar order or requirement of the Commission during such period, or (iv) the Demand Registration does not become effective because the Demanding Stockholder withdraws its Demand Notice because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), prospects, business, assets or results of operations of WIND and its subsidiaries taken as a whole subsequent to the date of the delivery of the Demand Notice. All requests made pursuant to this Section 2 will specify the approximate number amount of Registrable Securities requested to be registered and the intended method methods of distributiondisposition thereof. Within five WIND shall be required to maintain the effectiveness of the Registration Statement (5except in the case of a requested “shelf” registration) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests any Demand Registration for inclusion therein within five (5) Business Days a period of at least 180 days after the receipt effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of Pubco’s notice. Each time equal to the period the holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained refrains from selling any securities included in such notice registration at the request of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is (x) an underwriter or becomes available (y) WIND pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms provisions of this Agreement. WIND shall be required to maintain the effectiveness of a “shelf” Registration Statement with respect to any Demand Registration at all times until the third anniversary of the effective date thereof, or, if earlier, until all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that any Stockholder owning Common Equity Securities that have been included on a “shelf” Registration Statement may request that such Common Equity Securities be removed from such Registration Statement, in which event WIND shall promptly either withdraw such Registration Statement if the Common Equity Securities of such Stockholder are the only Common Equity Securities still covered by such Registration Statement or file a post-effective amendment to such Registration Statement removing such Common Equity Securities. Notwithstanding anything contained herein to the contrary, WIND hereby agrees that (i) each Demand Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be reasonably requested by a holder of Registrable Securities to allow for a distribution to, and resale by, the direct and indirect affiliates, partners, members or stockholders of a holder of Registrable Securities (a “Partner Distribution”) and (ii) WIND shall, at the reasonable request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such holder to effect such Partner Distribution.

Requests for Registration. Subject All registrations requested pursuant to the terms and conditions this Section 1(a) are referred to herein as “Demand Registrations.” The holders of this Agreement and at least a majority of the Lock-Up Agreements, Sun Registrable Securities may at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their such Sun Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-2 or S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”). ▇▇▇▇ ▇▇▇▇▇▇▇▇ and/or ▇▇▇▇ ▇▇▇▇▇▇▇▇ may at any time request a Long-Form Registration of all or any portion of the ▇▇▇▇▇▇▇▇ Registrable Securities or, if available, a Short Form Registration of such ▇▇▇▇▇▇▇▇ Registrable Securities; provided, however, that neither ▇▇▇▇ ▇▇▇▇▇▇▇▇ nor ▇▇▇▇ ▇▇▇▇▇▇▇▇ may request (i) his or their first Demand Registration hereunder before the first anniversary of the date of consummation of the Company’s Initial Public Offering, or (ii) his or their second Demand Registration before the first anniversary of the date of consummation of the sale of any ▇▇▇▇▇▇▇▇ Registrable Securities included in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “his or their first Demand Registrations”)Registration hereunder. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributionanticipated per share price range for such offering. Within five (5) Business Days 10 days after receipt of any such request, Pubco the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinSection 1(e) below, shall will include in such registration (and registration, in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such addition to the Sun Registrable Securities or the ▇▇▇▇▇▇▇▇ Registrable Securities, as the case may be, that are requested to be registered pursuant hereto, all Sun Registrable Securities or ▇▇▇▇▇▇▇▇ Registrable Securities, as applicable, with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Company’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject At any time after the second anniversary (the first anniversary with respect to the terms and conditions of this Agreement and Warrant Shares) of the Lock-Up Agreements, at any time or from time to timeClosing Date, the holders of Registrable Securities Investor may make a written request (the "Demand Notice") for registration under the Securities Act (a "Demand Registration") of all or any portion the number of their Registrable Securities requested to be registered pursuant to the terms of this Agreement. The Demand Notice will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of a Demand Notice from the Investor, the Company promptly will file a Registration Statement on Form S-1 any appropriate form that will cover the Registrable Securities that the Company has been so requested to register by the Investor. The Company shall not be required to effect more than one Demand Registration under this Section 2. A registration requested pursuant to this Section 2 will not be deemed to have been effected unless the Registration Statement relating thereto has become effective under the Securities Act; provided, however that if, after such Registration Statement has become effective, the offering of the Registrable Securities pursuant to such registration is interfered with by any stop order, 3 injunction or any similar long-form other order or requirement of the SEC or other governmental agency or court, such registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including will be deemed not to have been effected. If the Investor requests that a shelf Demand Registration be a "shelf" registration pursuant to Rule 415 under the Securities Act, the Company shall file the Demand Registration under Rule 415 and shall keep the Registration Statement filed in respect thereof effective for a period that will terminate on the earlier of (i) or any similar short-form registration statement, including an automatic shelf registration statement 180 days from the date on which the SEC declares such Registration Statement effective and (as defined in Rule 405ii) (an “Automatic Shelf the date on which all Registrable Securities covered by such Registration Statement have been sold pursuant to such Registration Statement”), if available ; provided that such 180 day period shall be tolled during the period that the Investor is required to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number discontinue disposition of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject pursuant to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt last paragraph of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this AgreementSection 4.

Requests for Registration. Subject At any time and from time to time on or following the date hereof, any Stockholder may, subject to the terms provisions of this Agreement, request in writing that the Company effect the registration of any or all of the Registrable Securities held by such Stockholder (an “Initial Requesting Holder”) with the Commission under and conditions in accordance with the provisions of the Securities Act, which notice shall specify (i) the then-current name and address of such Initial Requesting Holder or Initial Requesting Holders, (ii) the amount of Registrable Securities proposed to be registered and (iii) the intended method or methods and plan of disposition thereof, including whether such requested registration is to involve an underwritten offering. The Company shall give prompt written notice of such registration request to all other Holders. Except as otherwise provided in this Agreement and subject to Section 2.08 in the case of an underwritten offering, the Company shall prepare and use its best efforts to file a Registration Statement with the Commission promptly after such request has been given with respect to (i) all Registrable Securities included in the Initial Requesting Holder’s request and (ii) all Registrable Securities included in any request for inclusion delivered by any other Holder (together with the Initial Requesting Holder, the “Requesting Holders”) within fifteen (15) days after delivery of the Lock-Up AgreementsCompany’s notice of the Initial Requesting Holder’s registration request to such other Holders, at any time or from time in each case subject to timeSection 2.08 if such offering is an underwritten offering. Thereafter, the holders of Registrable Securities may request Company shall use its best efforts to effect the registration under the Securities Act and applicable state securities laws of all or any portion of their such Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) for disposition in accordance with Section 2(b) the intended method or methods of disposition stated in such request; provided, however, that the Company will not be required to take any action pursuant to this Article II if a Registration Statement is effective at the time such request is made and Section 2(c) below (such holders being referred to herein as Registration Statement may be used for the “Initiating Investors” offering and all registrations requested by sale of the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and registered. Subject to Section 2.09, the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall Company may include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt securities of the notice Company for sale, for the Company’s account or for the account of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, any other than as a result of disclosure by the holder in breach of the terms of this AgreementPerson.

Requests for Registration. Subject The Securityholders contemplate the organization of a corporation and reorganization or recapitalization of the LLC pursuant to Section 15.7 of the LLC Agreement. The corporate successor to the terms and conditions of this Agreement and LLC shall be referred to herein as the "Company." At any time after the organization of the Lock-Up Agreements, at any time or from time to timeCompany, the holders of a majority of the GTCR Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“a "Long-Form Registrations”) orRegistration"), if available, or on Form S-2 or S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”a "Short-Form Registration"), if available to Pubco available. In addition, no earlier than 180 days after the Company has completed its initial public offering, each of (“A) the holders of at least a majority of the GIC Registrable Securities may request registration under the Securities Act of all or part of their Registrable Securities in a Long-Form Registration or, if available, in a Short-Form Registrations”Registration, and (B) the holders of at least a majority of the TCW/Crescent Registrable Securities may request registration under the Securities Act of all or part of their Registrable Securities in accordance with a Long-Form Registration or, if available, in a Short-Form Registration. All registrations requested pursuant to this Section 2(b1(a) and Section 2(c) below (such holders being are referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “"Demand Registrations”). ." Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributionanticipated per share or per unit price range for such offering. Within five (5) Business Days ten days after receipt of any such request, Pubco the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubco’s the Company's notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject Commencing 180 days after the Initial Public Offering, a Qualified Holder shall have the right by delivering a written notice to the Company (the “Demand Notice”) to require the Company to register, pursuant to the terms and conditions of this Agreement under and in accordance with the provisions of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”). Following receipt of a Demand Notice for a Demand Registration, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 30 days, after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the intended method Securities Act as promptly as practicable after the filing thereof. Each Principal Shareholder shall be entitled to a maximum of distributionone Demand Registration, which, if such Demand Registration has not been exercised, may be transferred to any of such Principal Shareholder’s successors or assigns who becomes a Qualified Holder pursuant to Section 12(c); provided, however, that no such succession or assignment shall have the effect of increasing the number of Demand Registrations to be performed by the Company for the benefit of the shares held by such Principal Shareholder. Notwithstanding any other provisions of this Section 3, in no event shall more than one Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 120 days after the effective date of a Registration Statement filed by the Company; provided that no Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case the Demanding Qualified Holders shall be entitled to an additional Demand Registration in lieu thereof. Within five ten (510) Business Days days after receipt by the Company of any such requesta Demand Notice, Pubco the Company shall give written notice (the “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andand shall, subject to the terms and conditions set forth hereinprovisions of Section 3(b) hereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has the Company received written requests for inclusion therein within five ten (510) Business Days days after such Notice is given by the receipt of Pubco’s noticeCompany to such holders. Each holder All requests made pursuant to this Section 3 will specify the amount of Registrable Securities agrees to be registered and the intended methods of disposition thereof. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such holder period shall treat as confidential be extended for a period of time equal to the receipt period the holders of Registrable Securities refrain from selling any securities included in such registration at the request of an underwriter of the notice of Demand Registration and shall not disclose Company or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available Company pursuant to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at (i) At any time or and from time to timetime after the closing of a Qualified Public Offering, the holders of Registrable Securities a Demand Party may request registration registration, whether underwritten or otherwise, under the Securities Act of all or any portion part of their such Demand Party’s Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under other than Warrants and the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”Common Stock underlying such Warrants) in accordance with Section 2(ban amount equal to not less than the lesser of (A) 25% of the total number of Registrable Securities held by each Holder (each of Nassau and Section 2(cTHL shall be deemed to be one Holder for purposes of this clause (A)) below comprising such Demand Party of the class in respect of which such demand for registration is being made and (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”)B) $75,000,000 in Aggregate Offering Price of Registrable Securities. Each such request for a Demand Registration registration shall specify the approximate number and class of Registrable Securities requested to be registered and the anticipated per share price range for such offering. (ii) Within ten (10) days after receipt of any such request for a registration, the Company will give written notice (a “Demand Notice”) of such requested registration (including the number of Registrable Securities included and the possible intended method methods of distribution. Within disposition thereof) to all other Holders of Registrable Securities, if any (including, in the case of a Demand Registration involving Common Stock, all Partnership Unit Holders for purposes of this Section 3(a)(ii) but subject to Section 4(e) hereof and all applicable restrictions and limitations on the redemption of Partnership Units set forth in the ARC LP Partnership Agreement, in order to afford such Holders the opportunity to participate in such Demand Registration through a redemption of Partnership Units in exchange for shares of Common Stock to be sold in the related offering), and will include (subject to the provisions of this Agreement) in such registration all Registrable Securities of the same class as the securities being registered with respect to which the Company has received written requests from any other Holders for inclusion therein within 20 days after the receipt of the Demand Notice, provided, however, that (A) if such Demand Registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in such registration must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Demand Party, and each such Holder (including Partnership Unit Holders who request to be included in such registration) shall, if requested by the underwriters, enter into a customary holdback agreement with respect to such Holder’s Registrable Securities as contemplated by Section 5(a) hereof, and (B) it shall be a condition to the participation by any Partnership Unit Holder in any such Demand Registration that no provision of the ARC LP Partnership Agreement shall prohibit or restrict the redemption by such Partnership Unit Holder of any Partnership Units as to which such Partnership Unit Holder has made a request hereunder for inclusion in such Demand Registration and that (1) in the case of an underwritten offering, such Partnership Unit Holder shall have delivered to ARC LP a notice of redemption, together with the certificates evidencing the Partnership Units to be converted into the Registrable Securities to be included in such offering (the “Redemption Notice Package”) not less than five (5) Business Days after receipt prior to the closing date of such offering, and (2) in the case of any other offering, such request, Pubco Partnership Unit Holder shall give written notice have delivered to ARC LP a Redemption Notice Package a reasonable time prior to the proposed sale of such requested registration to all other holders of Holder’s Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat offering, as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure determined by the holder in breach of the terms of Company. (iii) All registrations requested pursuant to this AgreementSection 3(a) are referred to herein as “Demand Registrations.”

Requests for Registration. Subject to Section 3.1(b) and the other terms and conditions of this Agreement and of Article 3, any 5% Stockholder shall have the Lock-Up Agreementsright to, at any time in each case, pursuant to Section 3.1(c) or from time Section 3.1(d), request the Company to time, effect the holders of Registrable Securities may request registration under and in accordance with the provisions of the Securities Act of the offering of all or any portion of their the Registrable Securities on Form S-1 or any similar long-form beneficially owned by such 5% Stockholder by submitting a written request of such registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under and specifying the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number amount of Registrable Securities requested proposed to be registered and the intended method (or methods) and plan of distribution. Within five (5) Business Days after receipt of any such requestdisposition thereof, Pubco shall give written notice of including whether such requested registration is to all involve an underwritten offering (a “Registration Demand”). The Company shall give prompt written notice thereof (a “Demand Registration Notice”) (and in any event within ten Business Days from the date of receipt of such Registration Demand) to each of the other holders 5% Stockholders, each of Registrable Securities andwhom shall be entitled to elect to include, subject to the terms and conditions set forth hereinin this Article 3, Registrable Securities beneficially owned by it in the Registration Statement to which a Demand Registration Notice relates, by submitting a written request to the Company (a “Registration Request”) within 15 days after the date of such Demand Registration Notice, specifying the number of Registrable Securities that such Stockholder intends to dispose of pursuant to such Registration Statement. Except as otherwise provided in this Agreement, the Company shall prepare and use its reasonable best efforts to file with the SEC, within 90 days after the date of the applicable Registration Demand, a Registration Statement with respect to the following (in either case subject to Section 3.1(j) if the Registrable Securities will be sold in an underwritten offering): (i) all Registrable Securities of the Initial Requesting Holder included in such Registration Demand and (ii) all Registrable Securities that other Stockholders elect to include in such Registration Statement, pursuant to one or more timely submitted Registration Requests. Thereafter, the Company shall use its reasonable best efforts, in accordance with Section 3.6, to effect the registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of the offering of such Registrable Securities under the Securities Act and applicable state securities laws, for disposition in accordance with respect the intended method or methods of disposition stated in the underlying Registration Demand. Subject to which Pubco has received written requests for inclusion therein within five (5) Business Days after Section 3.1(j), the receipt Company may include in such Registration Statement such number of Pubco’s notice. Each holder shares of Registrable Securities agrees that such holder shall treat as confidential the receipt Common Stock or other securities of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time Company (collectively, “Company Securities”) as the information contained therein is Company proposes to offer and sell for its own account or becomes available to the public generally, account of any other than as a result of disclosure by the holder in breach of the terms of this AgreementPerson.

Requests for Registration. (a) Subject to the terms and conditions provisions of this Agreement and Article II, any Holder or group of the Lock-Up Agreements, Holders may at any time or from time to time, the holders of Registrable Securities may make a written request (a “Demand Request”) for (i) registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement of all or any portion of its Registrable Securities and/or the filing of a Canadian Prospectus under applicable Canadian Securities Laws with respect to Registrable Securities or (“Long-Form Registrations”ii) or, if available, on the Company is then eligible to use Form S-3 (including or a shelf Canadian Shelf Prospectus, a Shelf Registration of all or any portion of its Registrable Securities, as the case may be, in accordance with registration pursuant to Rule 415 requirements under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement Act and/or applicable Canadian Securities Laws (as defined in Rule 405) (an a “Automatic Shelf Registration StatementDemand Registration”). Such Demand Requests shall specify the amount of Registrable Securities to be registered and/or qualified for issue and sale, the intended method or methods of disposition and the jurisdiction(s) in which such registration is to take place. SpinCo shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its commercially reasonable efforts to, as applicable, file with the SEC a Registration Statement registering all Registrable Securities included in such Demand Request, and/or file with, and obtain a receipt (if available applicable) from, the applicable Canadian Securities Authorities a Canadian Prospectus with respect to Pubco (“Short-Form Registrations”) all Registrable Securities included in such Demand Request, for disposition in accordance with Section 2(bthe intended method or methods set forth therein as promptly as possible following receipt of a Demand Request; provided, that if the managing underwriter(s) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration in which Registrable Securities are proposed to be included pursuant to this Article II that involves an underwritten offering shall specify advise SpinCo that, in its reasonable opinion, the approximate number of Registrable Securities requested to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of SpinCo and the Holders), then SpinCo will be entitled to reduce the number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, Initial Common Shares proposed to be registered for offer and the intended method sale by SpinCo; and third, Initial Common Shares proposed to be registered pursuant to any piggy-back registration rights of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other security holders of SpinCo other than any Holder. SpinCo shall (A) use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after filing and to remain effective until the earlier of (1) ninety (90) days following the date on which it was declared effective and (2) the date on which all of the Registrable Securities and, subject covered thereby are disposed of in accordance with the method or methods of disposition stated therein and (B) with respect to a Demand Registration that relates to the terms and conditions set forth hereinfiling of a Canadian Prospectus, shall include in such registration from the period beginning on the date of a receipt obtained from the applicable Canadian Securities Authority until the completion of the distribution of all Registrable Securities covered by the Demand Request (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all the closing date of the offering of such Registrable Securities thereunder, if later), comply with respect applicable Canadian Securities Laws, and prepare and file promptly any prospectus or marketing material amendment which, in the opinion of SpinCo, acting reasonably, may be necessary or advisable for the distribution of such Registrable Securities, and will otherwise comply with all legal requirements and take all actions necessary or advisable, and will otherwise comply with all legal requirements and take all actions necessary to which Pubco has received written requests continue to qualify such Registrable Securities for inclusion therein within five distribution in the applicable provinces and territories of Canada for as long as may be necessary to complete the distribution of such Registrable Securities. (5b) Business Days Notwithstanding the provisions of Section 2.1(a), Demand Registrations shall be Shelf Registrations whenever SpinCo is permitted to use any applicable short form Registration Statement on Form S-3 or Canadian Shelf Prospectus. SpinCo shall use its commercially reasonable efforts to promptly file the Canadian Shelf Prospectus in accordance with applicable Canadian Securities Laws and cause the Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the receipt filing thereof and SpinCo shall use its commercially reasonable efforts to keep such shelf registration continuously effective following such registration until three (3) years after the registration statement is declared effective. Any Holder or group of Pubco’s notice. Each holder of Registrable Securities agrees that Holders may request an underwritten offering using such holder Shelf Registration (an “Underwritten Takedown”), and any such request shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.be deemed a

Requests for Registration. Subject to the limits set forth herein, the Contributors shall have the right by delivering a written notice to Copano (a “Demand Notice”) to require Copano to register, pursuant to the terms and conditions of this Agreement under and in accordance with the provisions of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement provided that the sale of such Registrable Securities is reasonably expected to result in aggregate gross cash proceeds in excess of ten million dollars ($10,000,000) (a “Demand Registration”). Following receipt of a Demand Notice for a Demand Registration, Copano shall use its reasonable commercial efforts to file a Shelf Registration Statement within 60 days of receipt of a Demand Notice, and, if such Shelf Registration Statement is not automatically effective upon filing, shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Contributors shall be entitled to one Demand Registration; provided that no Demand Registration shall be exercised unless such Demand Registration is agreed to by the Holders of a majority of the outstanding Registrable Securities. No Demand Registration shall be deemed to have occurred for purposes of this Section 2.01 if the Shelf Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2.01(a) or (iii) the offering of the Registrable Securities pursuant to such Shelf Registration Statement is subject to a stop order, injunction or similar order or requirement of the Commission during such period. In the case of each of clauses (i), (ii) and (iii), the Contributors shall be entitled to an additional Demand Registration. Any request made pursuant to this Section 2.01 will specify the amount of Registrable Securities to be registered and the intended method methods of distributiondisposition thereof. Within five (5) Business Days after receipt Copano shall be required to maintain the effectiveness of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities Shelf Registration Statement with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of any Demand Registration until all Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained included in such notice of Demand Shelf Registration without the prior written consent of Pubco until such time as the information contained therein is Statement have actually been sold or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreementthere are no longer any Registrable Securities outstanding.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up AgreementsAgreement, at any time or from time to time, the holders of Registrable Securities each Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and each Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Holder making a shelf Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available . Except to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and the extent that Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each applies, promptly upon receipt of a request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within (but in no event more than five (5) Business Days after receipt of any such requestthereafter), Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders Holders. Notwithstanding the foregoing, other than delivery to each Holder of Registrable Securities andthe written notice in accordance with this Section 2(a), the Company shall not be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering. Demand Registrations. Each Holder shall be entitled to request an unlimited number of Demand Registrations in which the Company shall pay all Registration Expenses, regardless of whether any registration statement is filed or any such Demand Registration is consummated. Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form and the managing underwriters (if any) agree to the use of a Short-Form Registration. After the Company has become subject to the terms and conditions set forth hereinreporting requirements of the Exchange Act, the Company shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect use its reasonable best efforts to which Pubco has received written requests make Short-Form Registrations available for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder sale of Registrable Securities agrees that such holder Securities. All Long-Form Registrations shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure be underwritten registrations unless otherwise approved by the holder in breach of the terms of this Agreementapplicable Holder.

Requests for Registration. Subject to At any time after the terms and conditions of this Agreement and six-month anniversary of the Lock-Up Agreements, at any time or from time to time, earlier of (i) the holders date of Registrable Securities may request effectiveness of a registration statement filed under the Securities Act in respect of all an initial public offering of shares of Common Stock of the Company and (ii) the date the Company or a successor corporation is first obligated to file reports with the Commission pursuant to Section 12 or Section 15(d) of the Exchange Act, any portion of their Holder or Holders who collectively hold Registrable Securities on Form S-1 or any similar long-form representing at least 5% of the Registrable Securities then outstanding shall have the right (subject to the limitations set forth below), exercisable by written notice to the Company (each a “Registration Request”), to have the Company prepare and file with the Commission a registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statementAct covering the Registrable Securities that are the subject of such request (each, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as a “Demand RegistrationsRegistration”). Each A request for a Demand Registration shall specify the approximate number of the Registrable Securities requested to be registered and registered, which, in the intended method case of distributiona registration on Form S-1 or any successor form, must have a minimum expected aggregate offering price to the public of at least U.S. $2,500,000, or, in the case of a registration on Form S-3 or any successor form, must have a minimum expected aggregate offering price to the public of at least U.S. $1,000,000. Within five (5) Business Days 10 days after receipt of any such request, Pubco shall the Company will give written notice of such requested registration to all other holders Holders of Registrable Securities and, subject to the terms and conditions set forth herein, Securities. The Company shall include such other Holders’ Registrable Securities in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein offering if they have responded affirmatively within five (5) Business Days 10 days after the receipt of Pubcothe Company’s notice. Each holder of Registrable Securities agrees that such holder The Investors shall treat as confidential the receipt of the notice of be permitted one Demand Registration and shall not disclose or use hereunder. Notwithstanding the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time foregoing, so long as the information contained therein Company is entitled to use Form S-3 under the Securities Act, the Holders, collectively, shall be permitted unlimited Demand Registrations hereunder on Form S-3, or becomes available any similar short-form registration (a “Short-Form Registration”), if available; provided that the Holders, collectively, will be entitled to request only one Short-Form Registration in any 12-month period. For purposes of this Section 2, the public generallyterm Registrable Securities, other than as a result of disclosure by the holder notwithstanding its definition in breach of the terms Section 1 of this Agreement, shall not include shares of the Common Stock issuable upon conversion of shares of the Series A Preferred Stock.1 A request for registration under this Section 2(a) will not count as a Demand Registration until the registration statement has become effective and remained effective until the earlier of 30 days and the sale of all securities registered thereunder (unless such registration statement has not become effective due solely to the actions or failure to act with respect to such registration of the Holders requesting such registration, including a request by such Holders that such registration be withdrawn). 1 The last two sentences of this section 2(a) were added to this agreement pursuant to that certain Termination Agreement, dated December 23, 2003, by and among the Company, EIS, EPIL, Elan Corporation, Plc., and LC Ventures, Ltd.

Requests for Registration. Subject Following the Registration Rights Effective Date, each Eligible Holder shall have the right, pursuant to Section 3.2(c) or Section 3.2(d) and subject to the terms and conditions of set forth in this Agreement and of Article 3, to request the Lock-Up Agreements, at any time or from time Parent to time, effect the holders of Registrable Securities may request registration under and in accordance with the provisions of the Securities Act of all or any portion of their the Registrable Securities on Form S-1 or any similar long-form beneficially owned by such Eligible Holder by submitting a written request of such registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under and specifying the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number amount of Registrable Securities requested proposed to be registered and the intended method (or methods) and plan of distribution. Within five (5) Business Days after receipt of any such requestdisposition thereof, Pubco shall give written notice of including whether such requested registration is to all involve an underwritten offering (a “Registration Demand”). The Parent shall give prompt written notice thereof (a “Demand Registration Notice”) (and in any event within 10 Business Days from the date of receipt of such Registration Demand) to each other holders Eligible Holder, each of Registrable Securities andwhom shall be entitled to elect to include, subject to the terms and conditions set forth hereinin this Article 3, OHSUSA:766890518.5 Registrable Securities beneficially owned by it in the Registration Statement to which a Demand Registration Notice relates, by submitting a written request to the Parent (a “Registration Request”) within 15 days after the date of such Demand Registration Notice, specifying the number of Registrable Securities that such Eligible Holder intends to dispose of pursuant to such Registration Statement. Except as otherwise provided in this Agreement, the Parent shall prepare and use its reasonable best efforts to file with the SEC, within 60 days after the date of the applicable Registration Demand, a Registration Statement with respect to the following (in either case subject to Section 3.2(j) if the Registrable Securities will be sold in an underwritten offering): (i) all Registrable Securities of the Initial Requesting Holder included in such Registration Demand and (ii) all Registrable Securities that other Eligible Holders elect to include in such Registration Statement, pursuant to one or more timely submitted Registration Requests. Thereafter, the Parent shall use its reasonable best efforts, in accordance with Section 3.6, to effect the registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all of such Registrable Securities under the Securities Act and applicable state securities laws, for disposition in accordance with respect the intended method or methods of disposition stated in the underlying Registration Demand. Subject to which Pubco has received written requests for inclusion therein within five (5) Business Days after Section 3.2(j), the receipt Parent may include in such Registration Statement such number of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt Shares and other securities of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time Parent (collectively, “Parent Securities”) as the information contained therein is Parent proposes to offer and sell for its own account or becomes available to the public generally, account of any other than as a result of disclosure by the holder in breach of the terms of this AgreementPerson.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at any time or from time to timeAgreement, the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or), if available, and the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (including “Short-Form Registrations”) if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The holders of a shelf majority of the Registrable Securities making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities ActAct (a “Shelf Registration”) or and, if the Company is a WKSI at the time any similar short-form registration statementrequest for a Demand Registration is submitted to the Company, including that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405405 under the Securities Act) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days ten days after receipt the filing of any such requestthe registration statement relating to the Demand Registration, Pubco the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth hereinof Section 2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco the Company has received written requests for inclusion therein within five (5) Business Days 15 days after the receipt of Pubcothe Company’s notice. Each holder ; provided that, with the consent of the holders of at least a majority of the Registrable Securities requesting such registration, the Company may provide notice of the Demand Registration to all other holders of Registrable Securities within three business days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each Holder agrees that such holder Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder Holder in breach of the terms of this Agreement.

Requests for Registration. (i) Subject to the terms and conditions of this Agreement and Agreement, one or more Holders of the Lock-Up Agreements, outstanding Registrable Shares at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion part of its or their Registrable Securities Shares on Form S-1 or any similar long-form registration statement (“a "Long-Form Registrations”Registration") orby delivering a written request to the Corporation to that effect; provided, if availablehowever, on that, in the case of any such Long-Form S-3 Registration, the Holders requesting the Long Form Registration must be requesting registration of not less than five percent (including a shelf 5%) of the total Registrable Shares then outstanding. (ii) Subject to the terms and conditions of this Agreement, one or more Holders of any of the then outstanding Registrable Shares at any time may request registration pursuant to Rule 415 under the Securities Act) Act of all or part of its or their Registrable Shares on Form S-2 or S-3 or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”a "Short-Form Registration"), if available available, by delivering a written request to Pubco the Corporation to that effect. (“Short-Form Registrations”iii) If the Holders initiating a registration pursuant to Section 2(a) intend to distribute the Registrable Shares by means of any underwriting, they shall so advise the Corporation in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distributiontheir written notice. Within five ten (510) Business Days days after receipt of any such written request, Pubco shall the Corporation will give written notice of such requested registration request to all other holders of all registrable securities of the Corporation (including all other Holders of Registrable Securities andShares), if any, and will include, subject to the terms and conditions set forth hereinof Section 2(d), shall include in any such registration that constitutes a Demand Registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwritingas hereinafter defined) all such Registrable Securities registrable securities with respect to which Pubco the Corporation has received written requests for inclusion therein within five fifteen (515) Business Days days after the receipt of Pubco’s noticeCorporation's notice has been given. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Any Long-Form Registration and shall not disclose or use the information contained in such notice of Demand Short-Form Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available requested pursuant to the public generallythis Section 2(a), other than a registration in which the Corporation sells any of its securities in a primary offering, are referred to herein, respectively, as a result "Long-Form Demand Registration" and a "Short-Form Demand Registration". All Long-Form Demand Registrations and Short-Form Demand Registrations shall collectively be referred to herein as "Demand Registrations". The Corporation may elect to include its securities in a primary offering in any registration requested pursuant to this Section 2(a), and such registrations requested pursuant to this Section 2(a) in which the Corporation sells any of disclosure its securities in a primary offering shall not be deemed to be Demand Registrations and shall instead be considered Piggyback Registrations and will be governed by the holder in breach of the terms of this AgreementSection 3.

Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at (i) At any time or from time to time, the holders a holder of Registrable Securities Warrants or Warrant Stock may request demand registration under the Securities Act of all or any portion of their the Registrable Securities owned by such holder. In order to accomplish such demand, a holder shall send written notice of the demand to the Company via facsimile, with a copy sent via U.S. Mail, no later than 10:00 a.m. New York time on Form S-1 the day it elects to make such demand, and such notice shall specify the number of Registrable Securities sought to be registered. Unless the Company elects, at its sole option, to make a cash payment to the holder of the Warrants or Warrant Stock as more particularly described in Section 1.1(ii) below in lieu of proceeding with a Demand Registration, the Company shall proceed with any similar long-form Demand Registration requested by a holder of Warrants or Warrant Stock if the number of Registrable Securities which the Stockholders (including the holder requesting the Demand Registration) shall have elected to include in such Demand Registration pursuant to this Section 1.1 shall be at least 51% of the Warrant Stock issued or issuable upon exercise of the Warrants (excluding Warrant Stock already the subject of a Demand Registration). If the Company so elects to make a cash payment in lieu of registration statement (“Long-Form Registrations”) oras specified in the preceding sentence, if availablethe Company shall provide the holder with written notice of its election, sent via facsimile with a copy sent via U.S. Mail, no later than 2:00 p.m., New York time, on Form S-3 the afternoon of the same business day on which holder has made a demand for registration. The minimum share amounts specified in this Section 1.1 shall be appropriately adjusted to account for any stock dividend, stock split, recapitalization, merger, consolidation, reorganization or other action as a result of which additional shares of Common Stock are issued on account of, in conversion of or in exchange for shares of outstanding Common Stock. (including ii) If the holder of the Warrants or Warrant Stock makes a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request demand for a Demand Registration shall specify of all or a portion of the approximate number of Registrable Securities requested owned by such holder, the Company may, instead, at its sole option, elect to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any make a cash payment to such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject holder equal to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt value of the notice of Demand Registration and shall not disclose Warrants or use Warrant Stock (or the information contained portion thereof being exercised) in such notice of Demand Registration without an amount computed using the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.following formula: X = Y (A-B) Where:

Requests for Registration. Subject to the terms and conditions provisions of this Agreement and of the Lock-Up Agreements, at any time or from time to timeArticle V, the holders of a majority of Vestar Securities that constitute Registrable Securities may shall have the right (the “Vestar Demand Right”), and the Executive Holders holding a majority of such holders’ Employee Securities that constitute Registrable Securities shall have the right (the “Employee Demand Right” and, together with the Vestar Demand Right, the “Demand Registration Rights”), in each case, to request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form RegistrationsDemand Registration”) or, if available, or on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand RegistrationsRegistration”). Each request for , if such registration is available to the Company, by delivering a Demand Registration shall specify written notice to the approximate principal business office of the Company, which notice identifies the Requesting Holders and specifies the number of Registrable Securities requested to be registered and included in such registration (the intended method of distribution“Registration Request”). Within five (5) Business Days after receipt of any such requestSubject to the restrictions set forth in Section 5.1(d), Pubco shall the Company will give prompt written notice of such requested registration Registration Request (the “Registration Notice”) to all other holders of Registrable Securities and, subject and will thereupon use its reasonable best efforts to effect the registration (a “Demand Registration”) under the Securities Act on any form available to the terms Company of: (i) Registrable Securities that the Requesting Holders shall have requested to be included in such offering pursuant to exercise of their Demand Registration Rights; (ii) Securities that the Company proposes to offer and conditions set forth herein, shall include sell for its own account; (iii) all other Registrable Securities of the same type and class which the Company has received a written request to register within 20 days after the Registration Notice is given pursuant to Section 5.2(a); and (iv) any Securities proposed to be included in such registration by holders of registration rights granted other than pursuant to this Agreement (and in all related registrations and qualifications under state blue sky laws or in compliance “Other Registration Right”), provided that the Company has complied with other registration requirements and in any related underwritingSection 5.1(f) all such Registrable hereof. Holders of Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of requesting Demand Registration and shall not disclose pursuant to this Section 5.1 or use the information contained in such notice of Demand Incidental Registration without the prior written consent of Pubco until such time pursuant to Section 5.2 are referred to as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement“Requesting Holders”.