Common use of Requests for Registration Clause in Contracts

Requests for Registration. Subject to Sections 1(c) and 1(d), at any time and from time to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrations.”

Requests for Registration. Subject to Sections 1(cthe terms and conditions of this Agreement, (i) on any two (2) occasions from and 1(d)after 180 days following the IPO or, at any time and from time if earlier, the release (whether in whole or in part) of the Shares held by an Investor pursuant to time after six (6) months after the closing of lock-up agreement entered into with the underwriters pursuant to the IPO, either Holders of at least fifty percent (50%) of the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) Registrable Securities may by written notice to the Company request registration under the Securities Act of all or part at least twenty-five percent (25%) of their the Registrable Securities on Form S-1 F-1 or any similar long-form registration (“Long-Form Registrations”), and (ii) oron no more than two (2) occasions in any twelve (12) month period, if available, Holders of at least thirty percent (30%) of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 F-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 (A) Long-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $50 million or (B) Short-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $20 million. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” Following such Demand Registration, the Company shall use reasonable commercial efforts to file a registration statement under the Securities Act covering the registration of all Registrable Securities that the relevant Holders request to be registered (as set out below) as promptly as possible but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to this Section 2(a), provided that all necessary documents for such registration can be obtained and prepared within such 60-day period. The Holders making a Demand Registration may request that such the registration be on made pursuant to Rule 415 under the Securities Act (a shelf registration statement, “Shelf Registration”) and, if the Company is a well-known seasoned issuer 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 under the Securities Act, a ) (an “WKSIAutomatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, an automatic shelf registration statement. Each upon receipt of the request for a registration under this Section 1(bthe Demand Registration, the Company shall as promptly as reasonably practicable (but in no event later than ten days after receipt of the request for the Demand Registration) shall specify give written notice of the approximate number of Demand Registration to all other Holders who hold Registrable Securities requested to be registered and the proposed method of distribution. The Companyand, subject to the terms of Section 1(f2(e), shall give written notice (the “Demand Exercise Notice”) of include in such Demand Registration Request (1and in all related registrations and qualifications under state blue sky laws and in any related underwriting) to each of the holders of record of all Registrable Securities with respect to which the Company has received written requests for inclusion therein within (other than individualsx) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or15 days, in the case of any notice with respect to a request for the filing of an automatic shelf registration statementLong-Form Registration, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and or (y) ten days, in the Registrable Securities case of any other holder of Registrable Securities which shall have made notice with respect to a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following Short-Form Registration, after the receipt of any the Company’s notice. Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Exercise Notice. All registrations requested pursuant Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company or until such time as the information contained therein is or becomes available to Section 1(a) and the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Section 1(b) are referred to herein as “Demand RegistrationsAgreement.”

Requests for Registration. Subject to Sections 1(c1(b) through (g) below, (i) at any time and 1(d)from time to time, the holders of a majority of the Investor Registrable Securities may request 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 after six following the Initial Public Offering, (6A) months after the closing holders of at least a majority of the IPOOutside Preferred Investor Registrable Securities may request registration, either the Majority Onex Shareholders whether underwritten or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request registration not, under the Securities Act of all or part 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, if availablewhether 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”) and may request that such registration be on a shelf registration statement, and), if the Company is a well-known seasoned issuer available, or (as defined in 2) on any applicable “short form” pursuant to Rule 405 415 under the Securities ActAct (together with any shelf registration contemplated by clause (i)(C) above, a “WKSI415 Registrations”), an automatic shelf registration statementif available. All registrations requested as described in this Section 1 are referred to herein as “Demand Registrations.” Each such request for a registration under this Section 1(bDemand Registration (a “Demand Notice”) shall 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 proposed method of distributionDemand Registration will be underwritten. The CompanyEach request for a Demand Registration and, subject to the provisions of Section 1(f)7 below, shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall Demand Registration also will specify the maximum number manner and disposition of the shares of Registrable Securities intended to be disposed of by such holder) within five (5) included therein. Within 10 days following the after receipt of any such Demand Exercise Notice. All registrations requested pursuant , the Company will give written notice of such request for registration to Section 1(a) all other holders of Registrable Securities and this Section 1(b) are referred will include in such registration all Registrable Securities with respect to herein as “Demand Registrationswhich the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice.”

Requests for Registration. (a) Subject to Sections 1(c) the terms and 1(d)conditions of this Agreement, at any time and from time to time after six (6) months after the closing earlier of (i) January 12, 2008 and (ii) the effective date of the registration statement filed under the Securities Act in connection with the IPO, either of (i) the Majority Onex Shareholders Holders or (ii) the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) Series C Holders may by written notice to request that the Company request effect the registration under the Securities Act of all or part of their Registrable Securities (but not less than 500,000 shares in the aggregate (as adjusted for any stock dividends, combinations or splits with respect to such securities)) on Form S-1 or any similar long-form registration statement (each a “Long-Form RegistrationsRegistration”). (b) or, if available, At any time after the Company becomes eligible to register Registrable Securities on Form S-3 or any similar short-form registration statement (each, a “Short-Form RegistrationsRegistration”) and ), any Stockholder may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 effect the registration under the Securities Act, Act on a Short-Form Registration of Registrable Shares having an aggregate value of at least $1,000,000 (based on the then-current public market price). Long-Form Registrations and Short-Form Registrations are collectively referred to in this Agreement as “WKSIDemand Registrations.”), an automatic shelf registration statement. (c) Each request for a registration under this Section 1(b) Demand Registration shall specify the approximate number of Registrable Securities requested to be registered registered, the intended method of distribution thereof, and the proposed method anticipated per share price range for such offering. Within 10 days after receipt of distribution. The Companyany such request, subject to Section 1(f), the Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under to all other Stockholders. Such Stockholders shall have the Securities Act and (2) right, by giving notice within 30 days after the Company provides its notice, to each holder of elect to have included in such registration all Registrable Securities that is an individual, no more than five such Stockholders have requested to be registered and included therein (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(fSection 2.3), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrations.”

Requests for Registration. Subject to Sections 1(c) and 1(dthe following paragraphs of this Section 3(a), at any time and from time one or more Shareholders shall have the right, by delivering or causing to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (which, unless all Shareholders delivering such notice request registration otherwise, shall be (i) filed pursuant to Rule 415 under the Securities Act and (ii) if the Company is a Well-Known Seasoned Issuer at the time of all filing such registration statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or part of their Registrable Securities any similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) or(any such written notice, if availablea “Demand Notice” and any such registration, on Form S-3 or a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any similar short-form registration (“event, the Company shall be required to make the initial filing of the Registration Statement within 30 days following receipt of such Demand Notice in the case of a Short-Form Registrations”) and Registration or within 90 days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, however, that, unless a Shareholder requests to have registered all of its Registrable Securities, a Demand Notice for a Marketed Offering may request that such registration only be on a shelf registration statement, and, made if the Company is a well-known seasoned issuer (as defined in Rule 405 under sale of the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the proposed method by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of distribution$50,000,000 (without regard to any underwriting discount or commission). The Company, subject to Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 1(f3(a), the Company shall give written notice (the “Demand Exercise Notice”) of use its reasonable best efforts to file a Registration Statement in accordance with such Demand Notice as promptly as reasonably practicable and shall use its reasonable best efforts to cause such Registration Request (1) Statement to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement be declared effective under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of the requested registration statement under the Securities Act (orthis Section 3(a), in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving and any Demand Exercise Notice to any holders delivered in connection therewith shall not count as a Demand Notice for purposes of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(fSection 3(e), 1(g) and 1(h), shall include in a Demand Registration if (x) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice) (i) does not become effective, or (ii) is not maintained effective for the Demanding Shareholders and period required pursuant to this Section 3 or (y) 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 or (z) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other holder than as a result of Registrable Securities which shall have the Shareholders’ actions. All requests made a written request pursuant to the Company for inclusion in such registration (which request shall this Section 3 will specify the maximum number of Registrable Securities intended to be disposed registered and the intended method(s) of disposition thereof. Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such holder) within securities cease to be Registrable Securities or such shorter period upon which all Shareholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold. Within five (5) business days following after receipt by the receipt Company of a Demand Notice pursuant to this Section 3(a), the Company shall deliver a written notice of any such Demand Exercise Notice. All registrations requested pursuant Notice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 1(a3(b), include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein (whether or not any of the Shareholders have exercised its, his or her conversion rights) within 10 business days after the date that such notice has been delivered; provided that such holders must agree to the method of distribution proposed by the Shareholders who delivered the Demand Notice and, in connection with any underwritten registration, such holders (together with the Company and this Section 1(bthe other holders including securities in such underwritten registration) are referred to herein as “Demand Registrationsmust enter into an underwriting agreement in the form reasonably approved by the Company and the Shareholders holding the majority of the Registrable Securities.”

Requests for Registration. Subject to Sections 1(c) and 1(dthe following paragraph of this Section 3(a), at any time and from time to time after six (6) months after a Qualified Holder shall have the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may right by delivering a written notice to the Company request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration Corporation (a “Long-Form RegistrationsDemand Notice”) orto require the Corporation to register, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) pursuant to the terms of this Agreement under and may request that such registration be on a shelf registration statement, and, if in accordance with the Company is a well-known seasoned issuer (as defined in Rule 405 under provisions of the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) 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 a Demand Notice may only be made (i) at any time after a Qualified Public Offering (except in the case of a Pre-QPO Demand Registration) and (ii) if the sale of the Registrable Securities requested to be registered by such Qualified Holder is reasonably expected to result in aggregate gross cash proceeds in excess of $10,000,000. Following receipt of a Demand Notice for a Demand Registration (or of a Pre-QPO Demand Notice for a Pre-QPO 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 (or 60 days in the case of a Pre-QPO Demand Registration), 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. The Warburg Qualified Holders shall be entitled to an aggregate maximum of two Demand Registrations and the proposed method Blackstone Qualified Holders shall be entitled to an aggregate maximum of distributiontwo Demand Registrations; provided, however, that Qualified Holders shall not be limited in the number of Demand Registrations that constitute “shelf” registrations as contemplated by the next succeeding sentence, and provided, further, that each of Blackstone and Warburg shall have the right by delivering a written notice to the Corporation (a “Pre-QPO Demand Notice”) 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 number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (each, a “Pre-QPO Demand Registration”); provided, however, that a Pre-QPO Demand Notice may only be made (i) at any time after March 9, 2011 and prior to the consummation of a Qualified Public Offering and (ii) so long as the Demand Conditions are satisfied by Blackstone or Warburg, as the case may be, as of the time of delivery to the Corporation of such Pre-QPO Demand Notice. The CompanyAfter such time as the Corporation shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, each Qualified Holder shall be entitled to request that a Demand Registration be a “shelf” registration pursuant to Rule 415 under the Securities Act. Notwithstanding any other provisions of this Section 3, in no event shall more than one Demand Registration or Pre-QPO 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 Pre-QPO Demand Notice) or within 120 days after the effective date of a Registration Statement filed by the Corporation; provided that no Demand Registration or Pre-QPO Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration or Pre-QPO Demand Registration shall be deemed to have occurred for purposes of this Section 3 if the Registration Statement relating thereto (i) does not become effective (ii) is not maintained effective for the period required pursuant to this Section 3, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to Section 1(f)a stop order, injunction or similar order or requirement of the SEC during such period in which case such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration or Pre-QPO Demand Registration, as the case may be, in lieu thereof. Within 10 days after receipt by the Corporation of a Demand Notice or a Pre-QPO Demand Notice, the Corporation shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) Notice or Pre-QPO Demand Notice to each of the all other holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior and shall, subject to the filing provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the requested registration statement under Corporation received written requests for inclusion therein within 10 days after such Notice is given by the Securities Act and (2) Corporation to each holder such holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities that is an individual, no more than five (5) Business Days after to be registered and the filing intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the requested registration statement under the Securities Act Registration Statement (or, except in the case of a requested “shelf” registration) 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 for the filing of an automatic shelf registration statement, at least five (5) Business Days prior underwriter of the Corporation or the Corporation pursuant to the filing provisions of this Agreement. The Corporation shall be required to maintain the effectiveness of a shelf Registration Statement with respect to any Demand Registration at all times after the effective date thereof until the earlier of such registration statement)time that all Registrable Securities included in such Registration Statement have actually been sold or five years from such effectiveness; provided, however, that any Stockholder owning Common Stock that has been included on a shelf Registration Statement may request that such Common Stock be removed from such Registration Statement, in which event the Corporation shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Common Stock. Notwithstanding anything contained herein to the foregoingcontrary, the Company may delay giving Corporation hereby agrees that (i) any Demand Exercise Notice Registration that is a “shelf” registration pursuant to any holders 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 record 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 partners, members or stockholders of a holder of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(ga “Partner Distribution”) and 1(h), shall include in a Demand Registration (xii) the Registrable Securities of Corporation shall, at the Demanding Shareholders and (y) the Registrable Securities request of any other holder of Registrable Securities which shall have made seeking to effect a written request Partner Distribution, file any Prospectus supplement or post-effective amendments and to otherwise take any action necessary to include such language, if such language was not included in the Company for inclusion in initial Registration Statement, or revise such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of language if deemed reasonably necessary by such holder) within five (5) days following the receipt of any holder to effect such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand RegistrationsPartner Distribution.”

Requests for Registration. Subject At any time, the Shareholder may request in writing that the Company effect the registration of all or any part of the Registrable Securities Beneficially Owned by the Shareholder and its Affiliates (a “Registration Request”). Promptly after its receipt of any Registration Request, the Company will use its commercially reasonable efforts to Sections 1(cregister, in accordance with the provisions of this Deed, all Registrable Securities (as defined below) that have been requested to be registered in the Registration Request. Any registration requested by the Shareholder pursuant to Section 10(a)(i) or 10(a)(iii) is referred to in this Deed as a “Demand Registration.” As used herein, the term “Registrable Securities” shall mean (1) Shares; (2) any other shares or securities that the Shareholder may be entitled to receive, or will have received pursuant to the Shareholder’s ownership of the Shares; and (3) any shares or securities issued or issuable directly or indirectly with respect to the shares referred to in the foregoing clauses (1) and 1(d)(2) by way of conversion or exchange thereof or share distribution or share split or in connection with a combination of shares, at recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or other reorganization, in each case Beneficially Owned by the Shareholder. As to any time particular securities constituting Registrable Securities, such securities will cease to be Registrable Securities when (A) they have been effectively registered for sale under the Securities Act pursuant to a Registration Statement (as defined below) and from time to time after six disposed of in accordance with the Registration Statement; (6B) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice they have been sold to the Company request public pursuant to Rule 144 or other exemption from registration under the Securities Act of Act; (C) they have been bought back and cancelled by the Company; or (D) when all or part of their remaining Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration can be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested sold pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand RegistrationsRule 144 without limitation.”

Requests for Registration. Subject to Sections 1(cthe terms and conditions of this Agreement, (i) on any two (2) occasions from and 1(d)after 180 days following the IPO or, at any time and from time if earlier, the release (whether in whole or in part) of the Shares held by a Holder pursuant to time after six (6) months after the closing of lock-up agreement entered into with the underwriters pursuant to the IPO, either (A) Holders of at least fifty percent (50%) of the Majority Onex Shareholders Registrable Securities or (B) the Majority Common Shareholders Lead Investor, so long as the Lead Investor holds at least twenty-five percent (25%) of the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company Registrable Securities, may, in each case, request registration under the Securities Act of all or part at least twenty-five percent (25%) of their the Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), and (ii) oron no more than two (2) occasions in any twelve (12) month period, if available, Holders of at least twenty percent (20%) 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 (“Short-Form Registrations”) if available; provided that the Company shall not be obligated to file registration statements relating to any (A) Long-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $50 million or (B) Short-Form Registration under this Section 2(a) unless the market value of the Registrable Securities proposed to be registered is at least $20 million. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” Following such Demand Registration, the Company shall use reasonable commercial efforts to file a registration statement under the Securities Act covering the registration of all Registrable Securities that the relevant Holders request to be registered (as set out below) as promptly as possible but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to this Section 2(a), provided that all necessary documents for such registration can be obtained and prepared within such 60-day period. The Holders making a Demand Registration may request that such the registration be on made pursuant to Rule 415 under the Securities Act (a shelf registration statement, “Shelf Registration”) and, if the Company is a well-known seasoned issuer 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 under the Securities Act, a ) (an “WKSIAutomatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, an automatic shelf registration statement. Each upon receipt of the request for a registration under this Section 1(bthe Demand Registration, the Company shall as promptly as reasonably practicable (but in no event later than ten days after receipt of the request for the Demand Registration) shall specify give written notice of the approximate number of Demand Registration to all other Holders who hold Registrable Securities requested to be registered and the proposed method of distribution. The Companyand, subject to the terms of Section 1(f2(e), shall give written notice (the “Demand Exercise Notice”) of include in such Demand Registration Request (1and in all related registrations and qualifications under state blue sky laws and in any related underwriting) to each of the holders of record of all Registrable Securities with respect to which the Company has received written requests for inclusion therein within (other than individualsx) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or15 days, in the case of any notice with respect to a request for the filing of an automatic shelf registration statementLong-Form Registration, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and or (y) ten days, in the Registrable Securities case of any other holder of Registrable Securities which shall have made notice with respect to a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following Short-Form Registration, after the receipt of any the Company’s notice. Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Exercise Notice. All registrations requested pursuant Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company or until such time as the information contained therein is or becomes available to Section 1(a) and the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Section 1(b) are referred to herein as “Demand RegistrationsAgreement.”

Requests for Registration. Subject to Sections 1(c) and 1(d), at At any time and from time to time after six (6) months on or after the closing date hereof, until two years after all of the IPOprincipal amount of the Debentures ceases to be outstanding, either as set forth in this Section 1.2, the Majority Onex Shareholders or Holders of a majority of the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) Registrable Securities may by written notice to the Company in writing request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statementSecurities. Each request for a registration under shall state that it is being made pursuant to this Section 1(b) 1.2 and shall specify the approximate number of Registrable Securities requested to be registered and registered. Within ten days after such notice has been given, the proposed method of distribution. The Company, subject to Section 1(f), Company shall give written notice (the “Demand Exercise Notice”) to all other Holders, if any, of such Demand Registration Request (1) requested registration. Each such Holder shall have the right, by giving written notice to each the Company within 30 days after the Company gives its notice, to elect to have included in such registration such of the holders of record of its Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing as such Holder may request in such notice of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of election. Upon a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoinga Demand Registration, the Company may delay giving any Demand Exercise Notice shall use its reasonable best efforts to any holders effect as expeditiously as possible the registration, in accordance with Section 1.4, of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such has been requested to so register. Each registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are 1.2 is referred to herein as a “Demand RegistrationsRegistration.”” If the Company notifies the Holders in writing, prior to a request for a Demand Registration from the Holders, of the Company’s intent to register securities with the Commission, and the Company effects a registration in accordance with Section 1.3, the Holders’ request shall be governed by Section 1.3 and shall not constitute a Demand Registration. The parties hereto acknowledge that the Company is a party to other registration rights agreements and similar agreements, and that the Company shall be entitled to register under a Registration Statement any other securities required to be registered pursuant to any other such agreements, including pursuant to “piggy-back” rights granted prior to the date hereof; provided, however, that such inclusion of such securities shall not interfere with the intended plan of distribution of the Investors.

Requests for Registration. Subject to Sections 1(c) the terms and 1(d)conditions set forth herein, at any time and from time to time after six following the fifth (65th) months after the closing year anniversary of the IPOdate hereof, either any holder or group of holders of Investor Registrable Securities (including for this purpose any of such holder’s affiliates that also hold Investor Registrable Securities) holding at least 50% of all of the Majority Onex Shareholders then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the Majority Common Shareholders then outstanding Investor Registrable Securities (in the parties giving such notice are the “Demanding Shareholders”) case of a Short-Form Registration, as defined below), may by written notice to request from the Company request registration under the Securities Act of all or part any portion of such holders’ and their affiliates’ Registrable Securities on Form S-1 or any similar long-form registration (“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 (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and), if the Company is a well-known seasoned issuer (available. All registrations requested pursuant to this Section 1(a) are referred to herein as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Demand Registrations.” Each request for a registration under this Section 1(b) Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the proposed method anticipated per share or per unit price range for such offering. Within 20 days after receipt of distribution. The Companyany such request, unless the Company has converted the request into a Piggyback Registration in accordance with Section 2 of this Agreement, in which case Section 2 shall govern it, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to Section 1(f)1(e) below, shall give include in such registration all Registrable Securities with respect to which the Company has received written notice (requests for inclusion therein within 20 days after the “Demand Exercise Notice”) receipt of such the Company’s notice. It shall be a condition to making a Demand Registration Request (1) to each that the aggregate offering price of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to be registered by the filing of Investors making the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (ordemand is, in the case of a request for the filing of an automatic shelf registration statementLong-Form Registration, at least five $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (5) Business Days prior to using the filing lowest number if a range of such registration statementprices is provided as the anticipated per share or per unit price). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrations.”

Requests for Registration. Subject A Major Shareholder shall, subject to Sections 1(c) and 1(dSection 3(e), at any time and from time have the right, by delivering or causing to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by be delivered a written notice to the Company request registration 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 number of all Registrable Securities held by such Major Shareholder requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such Major Shareholder is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or part of their commission). Any Demand Notice may request that the Corporation register Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) oran appropriate form, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on including a shelf registration statement, and, if the Company Corporation is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request Following receipt of a Demand Notice for a registration under Demand Registration in accordance with this Section 1(b) shall specify 3(a), the approximate number of Registrable Securities requested to be registered and the proposed method of distribution. The CompanyCorporation shall, subject to Section 1(f3(c), use its reasonable best efforts to file a Registration Statement as reasonably promptly as practicable, but in any event no later than sixty (60) days after the date of the related Demand Notice and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as reasonably promptly as practicable after the filing thereof, but in no event later than one hundred eighty (180) days after the date of the Related Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if (i) the Registration Statement relating thereto does not become effective, (ii) such Registration Statement is not maintained effective for the period required pursuant to this Section 3, 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, the requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. Within five (5) business days after receipt by the Corporation of a Demand Notice in accordance with this Section 3(a), the Corporation shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request Notice (1including any Demand Notice delivered pursuant to Section 3(e)(ii)) to each of the all other holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior and shall, subject to the filing provisions of the requested Section 3(b) hereof, include in such registration statement under the Securities Act and (2) to each holder of all Registrable Securities that with respect to which the Corporation received written requests for inclusion therein within 20 days after such Notice is an individual, no more than five (5) Business Days after given by the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior Corporation to the filing of such registration statement)holders. Notwithstanding the foregoing, the Company Corporation may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statementa Registration Statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The CompanyCorporation may, subject to Sections 1(fSection 3(b), 1(g) and 1(h), shall elect to include in any Registration Statement and offering pursuant to a Demand Registration Registration, (xi) authorized but unissued shares of Class A Common Stock or shares of Class A Common Stock held by the Corporation as treasury shares and (ii) any other shares of Class A Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Corporation after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement and which have been approved by the Major Shareholders (“Additional Piggyback Rights”). 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. The Corporation shall be required to maintain the effectiveness of the Demanding Shareholders and Registration Statement with respect to any Demand Registration for a period of at least 180 days (yor three years in the case of a shelf registration statement) after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of any other time equal to the period the holder of Registrable Securities which shall have made a written refrains from selling any securities included in such Registration Statement at the request of the Corporation or an underwriter of the Corporation pursuant to the Company for inclusion in such registration (which request shall specify the maximum number provisions of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand RegistrationsAgreement.”

Requests for Registration. Subject (a) Notwithstanding the limitations set forth in Section 8.3 above, subject to Sections 1(c) the Ownership Limit and 1(d), at any time and from time to time after six (6) months after the closing discretion of the IPOCompany, either all Limited Partners in the Majority Onex Shareholders or aggregate may request the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice registration of L.P. Units prior to the Company request first anniversary of the Closing Date in connection with the registration under the Securities Act of all or part an aggregate of their Registrable Securities 500,000 shares of Common Stock on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or, if available, on a Form S-3 or any similar short-another appropriate form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in pursuant to Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement 415 under the Securities Act (oror any successor rule or regulation), in the case upon converting L.P. Units into shares of a request for the filing of an automatic shelf Common Stock. Such registration statement, at least five (5) Business Days prior shall be subject to the filing Blackout Period described in Section 8.3. (b) If the Company shall receive a written request from Limited Partners holding no fewer that 500,000 L. P. Units (the "Initiating Holders") and the Company is not then eligible to file a registration statement on Form S-3 or another appropriate form pursuant to Rule 415 of such registration statement). Notwithstanding the foregoingSecurities Act (or any successor rule or regulation) in accordance with the requirements of Section 8.3, the Company may delay giving shall promptly give written notice of such request to all Limited Partners and shall, subject to the limitations set forth below, effect as soon as practicable, and in any Demand Exercise Notice event with in one hundred twenty (120) days of the receipt of such request, a registration on Form S-11, or an equivalent form, of all Registrable Securities which the Limited Partners request to be registered within twenty (20) days of the mailing of such notice by the Company in accordance with Section 12 hereof in an underwritten public offering. The underwriter will be selected by a majority in interest of the Initiating Holders and shall be an underwriter of nationally recognized standing reasonably acceptable to the Company. In such event, the right of any holders Limited Partner to include such Limited Partner's Registrable Securities in such registration shall be conditioned upon such Limited Partner's participation in such underwriting and the inclusion of record such Limited Partner's Registrable Securities in the underwriting to the extent provided herein. All Limited Partners proposing to distribute their securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 8.4(b), if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Limited Partners proposing to distribute Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Limited Partners, including the Initiating Holders, in proportion (other than as nearly as practicable) to the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) Company owned by each Holder; provided however, that the Registrable Securities number of any other holder shares of Registrable Securities which to be included in such underwriting shall have made a written request not be reduced unless all other securities to be offered for sale by any security holder are first entirely excluded from the underwriting. In addition, any registration pursuant to this Section 8.4(b) shall be subject to the Company for inclusion Blackout Period described in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrations8.3.”

Requests for Registration. Subject to Sections 1(c) and 1(dthe following paragraphs of this Section 3(a), at any time and from time one or more Shareholders shall have the right, by delivering or causing to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (which, unless all Shareholders delivering such notice request registration otherwise, shall be (i) filed pursuant to Rule 415 under the Securities Act and (ii) if the Company is a Well-Known Seasoned Issuer at the time of all filing such registration statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or part of their Registrable Securities any similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) or(any such written notice, if availablea “Demand Notice” and any such registration, on Form S-3 or a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any similar short-form registration (“event, the Company shall be required to make the initial filing of the Registration Statement within 30 days following receipt of such Demand Notice in the case of a Short-Form Registrations”) and Registration or within 90 days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, however, that, unless a Shareholder requests to have registered all of its Registrable Securities, a Demand Notice for a Marketed Offering may request that such registration only be on a shelf registration statement, and, made if the Company is a well-known seasoned issuer (as defined in Rule 405 under sale of the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the proposed method by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of distribution$50,000,000 (without regard to any underwriting discount or commission). The Company, subject to Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 1(f3(a), the Company shall give written notice (the “Demand Exercise Notice”) of use its reasonable best efforts to file a Registration Statement in accordance with such Demand Notice as promptly as practicable and shall use its reasonable best efforts to cause such Registration Request (1) Statement to each of be declared effective under the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior Act as promptly as practicable after the filing thereof. Notwithstanding anything to the filing contrary in this Agreement, no later than the Mandatory Conversion Date (as defined in the Certificate of Designations), the requested registration statement Company shall register pursuant to Rule 415 under the Securities Act and (2) cause to each holder be then effective an Automatic Shelf Registration Statement or, if the Company is not then eligible to use an Automatic Shelf Registration Statement, another Short-Form Registration, registering all of the Registrable Securities that is an individual, no more than five (5) Business Days after to be received by the filing Shareholders as a result of the requested conversion of such Shareholders’ Convertible Preferred Stock on the Mandatory Conversion Date and all other Registrable Securities (including all shares issuable upon the conversion of all Convertible Preferred Stock) not previously so registered pursuant to a then effective registration statement under the Securities Act (orand, in each case, the case of a request for offer, sale and distribution thereof); provided, however, that if the filing of Company is not then eligible to use an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoingAutomatic Shelf Registration Statement or another Short-Form Registration, the Company may delay giving comply with the foregoing through a Long-Form Registration that is available for the immediate offer, sale and distribution by the Shareholders of all such Registrable Securities. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a), and any Demand Exercise Notice to any holders delivered in connection therewith shall not count as a Demand Notice for purposes of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(fSection 3(e), 1(g) and 1(h), shall include in a Demand Registration if (x) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice) (i) does not become effective, or (ii) is not maintained effective for the Demanding Shareholders and period required pursuant to this Section 3 or (y) 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 or (z) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other holder than as a result of Registrable Securities which shall have the Shareholders’ actions. All requests made a written request pursuant to the Company for inclusion in such registration (which request shall this Section 3 will specify the maximum number of Registrable Securities intended to be disposed registered and the intended method(s) of disposition thereof. Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such holder) within securities cease to be Registrable Securities or such shorter period upon which all Shareholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold. Within five (5) business days following after receipt by the receipt Company of a Demand Notice pursuant to this Section 3(a), the Company shall deliver a written notice of any such Demand Exercise NoticeNotice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 3(b), include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 business days after the date that such notice has been delivered; provided that such holders must agree to the method of distribution proposed by the Shareholders who delivered the Demand Notice and, in connection with any underwritten registration, such holders (together with the Company and the other holders including securities in such underwritten registration) must enter into an underwriting agreement in the form reasonably approved by the Company and the Shareholders holding the majority of the Registrable Securities. All registrations requested requests made pursuant to Section 1(a) the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered and this Section 1(b) are referred to herein as “Demand Registrationsthe intended method of distribution of such securities.”

Requests for Registration. Subject to Sections 1(c) and 1(d)the provisions of this Article II, the MCMI Holder may at any time and from time to time after six make a written request (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the a “Demanding ShareholdersDemand Request”) may by written notice to the Company request for registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (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 (which may be due to the expiration or any similar shortwaiver of such lock-form registration (“Short-Form Registrations”) and may request that up with respect to such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”Registrable Securities), an automatic shelf registration statement. Each request for a registration under this Section 1(b) Such Demand Requests shall specify the approximate number amount of Registrable Securities requested to be registered and the proposed intended method or methods of distributiondisposition. The CompanyGuild shall, subject to Section 1(f)within five (5) days of the receipt of a Demand Request, shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record all Holders of Registrable Securities (other the “Guild Notice”). Guild 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 reasonable best efforts to file as promptly as reasonably practicable, but in any event not later than individuals) at least forty-five (545) Business Days prior 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 filing ten (10) days following their receipt of the requested registration statement under Guild Notice, for disposition in accordance with the intended method or methods set forth therein 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 Act and (2) are proposed to each holder be included pursuant to this Article II that involves an underwritten offering shall advise Guild that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that is an individualcan be offered without adversely affecting the price, no more than five (5) Business Days after the filing timing or distribution of the requested 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 statement under to the Securities Act (ornumber that, in the case 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 request for reduction in the filing number of an automatic shelf registration statementRegistrable Securities included in such registration, at least five (5) Business Days prior 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 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 filing 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 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 registration statement)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 may delay giving 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 Exercise Notice to any holders of record Registration represent an aggregate offering price of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time that is reasonably expected to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsequal at least $10,000,000.”

Requests for Registration. Subject to Sections 1(cthe blackout provisions contained in Section 2.06 and the limitations set forth in this Section 2.01, a Holder or group of Holders (such Holder or group of Holders, the “Initiating Holder(s)”) and 1(dshall 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 be pursuant to a Shelf Registration Statement as determined by the Initiating Holder(s), at any time and from time ) under the Securities Act (a “Registration Request”) by delivering a written request therefor (a “Request Notice”) to time after six the Company specifying the number of Registrable Securities to be included in such underwritten registration by the 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 (63%) months of the Company’s outstanding Common Stock as of the date of the Request Notice (the “Request Date”). As soon as practicable after the closing receipt of a Registration Request, the Company shall (i) give written notice of such request to all other 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 IPO, either Registrable Securities that have been requested to be registered in the Majority Onex Shareholders Registration Request or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by any other Holder by written notice to the Company request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration given within fifteen (“Long-Form Registrations”) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (515) Business Days after the filing date the Company delivered such Holders notice of the Registration Request. Any registration requested registration statement 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 Securities Act (orHolders. For the avoidance of doubt, in the case of a request Company, at its sole option, may elect to utilize an existing Registration Statement for the filing purpose of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving registering any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in covered by a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand RegistrationsRegistration.”

Requests for Registration. Subject to Sections 1(c) and 1(dthe following paragraphs of this Section 3(a), at any time and from time (i) prior to time after six (6) months the date that is ten years after the closing of date hereof the IPOInitial Member, either and on or after the Majority Onex Shareholders date that is ten years after the date hereof the Initial Member and the Minority Member, shall have the right, by delivering or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by causing to be delivered a written notice to the Company request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) orCompany, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if to require the Company is a well-known seasoned issuer (as defined to register, pursuant to the terms of this Agreement, under and in Rule 405 under accordance with the provisions of the Securities Act, the sale of a number of LLC Units (which may or may not be Registrable Securities) specified by the Initial Member or the Minority Member to be so sold in the initial Public Offering (an “WKSIIPO Demand”); (ii) following the initial Public Offering, an automatic shelf registration statement. Each request for each of the Initial Member and the Minority Member shall have the right, by delivering, directly or indirectly, a registration written notice to the Company, to require the Company to register, pursuant to the terms of this Agreement, under this Section 1(b) shall specify and in accordance with the approximate provisions of the Securities Act, the number of Registrable Securities requested to be so registered by the Initial Member or the Minority Member pursuant to the terms of this Agreement, (any such written notice pursuant to clause (i) or (ii), a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that, in each case, a Demand Notice may only be made if the Registrable Securities requested to be registered in such Demand Notice is reasonably expected by such demanding Shareholder to result in aggregate gross cash proceeds in excess of $200,000,000 (without regard to any underwriting discount or commission); provided, further that, unless the Initial Member shall otherwise consent, the Company shall not be obligated to file a Registration Statement relating to any registration request under this Section 3(a) within a period of 180 days after the effective date of any other Registration Statement relating to any registration request under this Section 3(a) (except if the underwriters shall require a longer period, but in any event no more than 270 days). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall 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 declared effective under the Securities Act as promptly as practicable after the filing thereof; provided, however, that notwithstanding the foregoing, if a Demand Notice is delivered or caused to be delivered by the Minority Member pursuant to its right to make an IPO Demand under Section 3(a)(i), such notice shall be deemed to have been delivered on the date that is 120 days after the date that such notice is delivered by the Minority Member. During the 120 day period set forth in the immediately preceding sentence of this Section 3(a), the Company shall consult with the Initial Member and, if directed by the Initial Member, the Company shall prepare an Alternative IPO Entity for the initial Public Offering in accordance with Section 11 hereof and any demand made by the Minority Member shall thereafter be deemed to be a Demand Notice in respect of the IPO Units; provided that, prior to the date that is ten years after the date hereof, no Member (other than the Initial Member) shall be entitled to serve a Demand Notice in respect of the LLC Units or the IPO Units until the date that is 30 days after the final day of any lock-up period relating to the IPO agreed between the Alternative IPO Entity and the proposed method underwriters managing the IPO of distributionthe Alternative IPO Entity. The CompanyNo Demand Registration or related Demand Notice shall be deemed to have occurred for purposes of this Section 3 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 3, 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 requesting holder of Registrable Securities shall be entitled to an additional Demand Notice and Demand Registration in lieu thereof. Within 10 days after receipt by the Company of an IPO Demand in accordance with clause (i) of the first paragraph of this Section 1(f3(a), provided that the Member serving the IPO Demand proposes to include Registrable Securities held by such Member in the offering that is the subject of such IPO Demand, or a Demand Notice in accordance with clause (ii) of the first paragraph of this Section 3(a), the Company shall give written notice (the “Demand Exercise Participation Notice”) of such IPO Demand Registration Request (1or Demand Notice to all other Shareholders directly or indirectly holding Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, offer to each of such Shareholders the holders of record opportunity to include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after such Participation Notice is given by the Company to such holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (orbe registered and/or, in the case of an initial Public Offering, the number of LLC Units to be issued or sold, 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 request period of at least 180 days (two years for the filing of an automatic a shelf registration statement) after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, at least five (5) Business Days prior however, that such period shall be extended for a period of time equal to the filing of such registration statement). Notwithstanding period the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company pursuant to the Company for inclusion in such registration (which request shall specify the maximum number provisions of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand RegistrationsAgreement.”

Requests for Registration. Subject At any time following the 2009 annual meeting of the Company’s shareholders, if the Shareholder Approval (as defined in the Convertible Note) has been obtained, but subject to Sections 1(c) and 1(d)the blackout provisions contained in Section 2.04, if at any time and from time the Company shall determine to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders register for its own account or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request registration account of others under the Securities Act (including pursuant to a demand for registration of all or part any stockholder of their Registrable Securities the Company) any of its equity securities, other than on Form S-1 S-8 or Form S-4 or their then equivalents relating to Common Stock to be issued solely in connection with any similar long-acquisition of any entity or business or Common Stock issuable in connection with stock option or other employee benefit plans (a “Piggyback Registration”), it shall send to each Holder of Registrable Securities, including each Holder who has the right to acquire Registrable Securities, written notice of such determination specifying the form and manner and the other relevant facts involved in such proposed registration (“Long-Form Registrations”) orincluding, if availablewithout limitation, on Form S-3 whether or any similar short-form registration (“Short-Form Registrations”) and may request that not such registration will be on a shelf registration statement, in connection with an underwritten offering of its Common Stock and, if so, the identity of the managing Underwriter and whether such offering will be pursuant to a “best efforts” or “firm commitment” underwriting) and, if within fifteen (15) days after receipt of such notice, such Holder shall so request in writing, the Company is a well-known seasoned issuer (as defined shall use its reasonable best efforts to include in Rule 405 under such Registration Statement all or any part of the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities Shares requested to be registered and the proposed method of distributionby any Holder. The CompanyCompany shall use its reasonable best efforts to effect such registration (including, subject to Section 1(f)without limitation, shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (appropriate qualification under applicable blue sky or other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and (2any other governmental requirements or regulations) to each holder of the Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not has been so delayed. The Company, subject requested to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsregister.”

Requests for Registration. Subject to Sections 1(c(a) and 1(d), If at any time and from time to time after six (6) months after the closing Closing Date, (but not within 120) days of a registration pursuant to Section 2.2), the IPOHolder requests that the Company file a Registration Statement under the Act, either the Majority Onex Shareholders or Company shall use its best efforts to cause such Shares as are specified in the Majority Common Shareholders request to be registered under the Act for public sale in accordance with the disposition specified in the notice from the Holder. (b) The Company is obligated to effect only one registration under Section 2.1(a). If the parties giving such notice Shares are proposed to be sold in an underwritten offering, the “Demanding Shareholders”) may by written notice Shares so registered shall be sold through underwriters acceptable to the Company and the Holder, which acceptances shall not be unreasonably withheld; and the Company and the Holder shall use their best efforts to effect firm commitment underwriting arrangements. If the Holder submits to the Company a list of potential underwriters, the Company shall be deemed to have accepted all or any such underwriters unless within fourteen (14) days after the receipt of such list, unless the Company shall have objected in writing to any such underwriters and set forth its reasons therefor. (c) If at the time of receipt of the request registration under this Section 2.1 the Company has publicly announced its intention to register any of its securities for a public offering under the Securities Act Act, no registration of all or part Shares shall be initiated under this Section 2.1 until ninety (90) days after the effective date of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if unless the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Actno longer proceeding diligently to effect such registration, a “WKSI”), an automatic shelf whether such registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing sale of an automatic shelf registration statement, at least five (5) Business Days prior to securities for the filing Company's account or for the account of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsothers.”

Requests for Registration. Subject to Sections 1(c) and 1(d)the following paragraphs of this Section 3, at any time and from time to time after six (6) months after each Significant Investor Shareholder shall have the closing of the IPOright, either the Majority Onex Shareholders by delivering, directly or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by indirectly, a written notice to the Company request registration under Corporation, to require the Corporation to register pursuant to the terms of this Agreement and in accordance with the provisions of the Securities Act Act, the number of all or part of their Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar or successor short-form registration (“Short-Form Registrations”) (any such written notice delivered by each Significant Investor Shareholder, a “Demand Notice” and may request that any such registration pursuant to receipt of a Demand Notice by each Significant Investor Shareholder, 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, each Significant Investor Shareholder shall have the right, beginning on the date twelve months after the last day in the calendar month in which a shelf registration statementRegistration Statement in connection with an underwritten Public Offering became effective, andby delivering, directly or indirectly, a Demand Notice to the Corporation; provided that the Long-Form Registration demand right may only be exercised if the Company Corporation is not eligible to use a wellShort-known seasoned issuer (as defined Form Registration; provided further that if the Corporation has a registration statement filed with the SEC in accordance with and pursuant to Rule 405 415 under the Securities Act, a “WKSI”then such demand right shall be exercised in accordance with Section 4(c), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the proposed method of distribution. The CompanySignificant Investor Shareholder may, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such in connection with any Demand Registration Request (1) requested by such holder that is a Short Form Registration, require the Corporation to each of file such Registration Statement with the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior SEC in accordance with and pursuant to the filing of the requested registration statement Rule 415 under the Securities Act including, if the Corporation is then eligible, as an automatic shelf registration. Following receipt of a Demand Notice for a Demand Registration delivered in accordance with this Section 3(a), the Corporation shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and (2) shall use its reasonable best efforts to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement cause such Registration Statement to be declared effective under the Securities Act (or, in the case of a request for as promptly as practicable after the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsthereof.”

Requests for Registration. Subject to Sections 1(cthe provisions of this Article V, the holders of a majority of Vestar Securities that constitute Registrable Securities 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 1(dthe holders of a majority of ▇▇▇▇▇▇▇ Family Securities that constitute Registrable Securities shall have the right (the "▇▇▇▇▇▇▇ Family Demand Right"), at any time and from time in each case, to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request registration under the Securities Act of all or part any portion of their the Registrable Securities on Form S-1 or any similar long-form held by such Securityholders (in each case, referred to herein as the "Requesting Holders") by delivering a written notice to the principal business office of the Company, which notice identifies the Requesting Holders and specifies the number of Registrable Securities to be included in such registration (“Long-Form Registrations”the "Registration Request"). Subject to the restrictions set forth in Section 5.1(d), the Company will give prompt written notice of such Registration Request (the "Registration Notice") or, if available, on Form S-3 or any similar short-form to all other holders of Registrable Securities and will thereupon use its commercially reasonable efforts to effect the registration (“Short-Form Registrations”a "Demand Registration") and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(bAct on any form available to the Company of: (i) shall specify the approximate number of Registrable Securities requested to be registered and by the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice Requesting Holders; (the “Demand Exercise Notice”ii) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (all other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders same type and (y) class which the Registrable Securities of any other holder of Registrable Securities which shall have made 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 inclusion its own account; and (iii) any securities of the Company proposed to be included in such registration (which request shall specify by the maximum number holders of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested registration rights granted other than pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand RegistrationsAgreement ("Other Registration Rights").”

Requests for Registration. Subject to Sections 1(c) and 1(d), If at any time and on or after sixty (60) days from time to time after six the date hereof, the Company shall receive a request (6a “Demand Notice”) months after the closing from any of the IPO, either Holders (such Holder making the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are request shall be referred to as the “Demanding ShareholdersRequesting Holder”) may by written notice to that the Company request effect the registration under the Securities Act of all or part any portion of their the Requesting Holder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall use its best efforts to prepare and cause to be filed with the Securities and Exchange Commission (the “SEC”), as promptly as practicable but in no event later than fifty-six (56) days following receipt of the Demand Notice, a registration statement on the appropriate form relating to resales by the Requesting Holder of such Registrable Securities on Form S-1 or (a “Demand Registration”). Within ten (10) days after receipt of any similar long-form registration (“Long-Form Registrations”) orsuch request, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 will give written notice of such Demand Registration to all other Holders of Registrable Securities. The Company shall use its reasonable best efforts to cause the registration statement to become effective under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request and for a Public Sale of (i) all Registrable Securities for which the Requesting Holder shall have requested registration under this Section 1(b2(a) shall specify the approximate number of and (ii) all other Registrable Securities requested that any Holders with rights to be registered and request registration under Section 3 (all such Holders, together with the proposed method of distribution. The CompanyRequesting Holder, subject to Section 1(f), shall give written notice (the “Demand Exercise NoticeParticipating Holders,” and each individually a “Participating Holder”) have requested the Company to register by request received by the Company within fifteen (15) days after such Holders have received the Company’s notice of such Demand Registration Request Registration, within sixty (160) to each of the holders of record of Registrable Securities days thereafter (including, without limitation, appropriate qualification under applicable blue sky or other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing any other governmental requirements or regulations). The obligations of the requested registration statement Company under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5this Section 2(a) Business Days prior are subject to the filing provisions of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f2(b), 1(g2(c), 2(d) and 1(h2(e), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrations.”

Requests for Registration. Subject to Sections 1(c(a) After the Company becomes eligible for registration of its Common Stock on Form S-3 under the 1933 Act (or such successor form as may be approved by the Securities and 1(dExchange Commission) in a Secondary Offering (as that term is defined in the "Eligibility Requirements for Use of Form S-3"), at any time the Warrantholder may request that the Company file a registration statement on Form S-3 for a public offering covering Registrable Securities. Upon receipt of such request, the Company shall promptly use its best efforts to cause such Registrable Securities to be registered on such form and from time qualified in such jurisdictions as the Warrantholder may reasonably request, and to time after six (6) months cause such registration and qualifications to remain effective until the sale of all of the Registrable Securities included in the registration statement, or ninety days after the closing effective date thereof, whichever first occurs. (b) If, at the time of the IPOWarrantholder's request under subsection 3.2(a), either the Majority Onex Shareholders Company has publicly announced its intention to register any of its securities for a public offering under the 1933 Act, no registration of Registrable Securities shall be initiated under this subsection 3.2(b) until 90 days after the effective date of such registration, unless the Company is no longer proceeding diligently to effect such registration, whether such registration is for the sale of securities for the Company's account or for the Majority Common Shareholders (account of others. If the parties giving such notice are Company shall furnish to the “Demanding Shareholders”) may Warrantholder a certificate signed by written notice the President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that its shareholders for such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested statement to be registered and filed at the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each time of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior Warrantholder's request, and it is therefore essential to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to defer the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice shall have the same amount right to defer such filing for a period of time not more than 60 days after receipt of the request of the Warrantholder. Notwithstanding anything to determine whether to participate the contrary contained in an offering as they would have had if such notice had not been so delayed. The Companythis Agreement or in the Warrants, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (xi) the Registrable Securities of the Demanding Shareholders Company may not utilize its rights to delay a registration statement under this subsection 3.2(b) more than once in any twelve-month period, and (yii) the Registrable Securities Warrants shall not expire until at least 90 days after the effective date of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations timely requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsunder subsection 3.2(a).”

Requests for Registration. Subject to Sections 1(c) and 1(dthe following paragraphs of this Section 3(b), at any time and from time following the Closing, one or more Shareholders shall have the right, by delivering or causing to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by be delivered a written notice to the Company request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) orCompany, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if to require the Company is a well-known seasoned issuer (as defined to register pursuant to the terms of this Agreement, under and in Rule 405 under accordance with the provisions of the Securities Act, a “WKSI”)the offer, an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify sale and distribution of the approximate number of Registrable Securities requested to be so registered and pursuant to the proposed method terms of distribution. The Companythis Agreement on Form S-3 (which, subject to Section 1(f)unless all Shareholders delivering such notice request otherwise, shall give written notice be (the “Demand Exercise Notice”A) filed pursuant to Rule 415 of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (B) if the Company is a Well-Known Seasoned Issuer at the time of filing such Registration Statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (each, a “Short-Form Registration”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (each, a “Long-Form Registration”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall be required to make the initial filing of the Registration Statement within sixty (60) days following receipt of such Demand Notice in the case of a Short-Form Registration or within ninety (90) days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, however, that, unless a Shareholder requests to have registered all of its Registrable Securities, a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $25,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(b), the Company shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act as promptly as practicable after the filing thereof (if such Registration Statement is not an Automatic Shelf Registration Statement). (i) No Demand Registration shall be deemed to have occurred for purposes of this Section 3(b) or Section 4(c), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(f) or 4(c), if (A) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice) (1) does not become effective, or (2) is not maintained as effective for the period required pursuant to each holder this Section 3, (B) 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, or (C) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions. (ii) Each Demand Notice made pursuant to this Section 3(b) must: (A) state that it is a notice to initiate a Demand Registration under this Agreement; (B) identify the Shareholders effecting the request; and (C) specify the number of Registrable Securities that is an individualof each such Shareholder to be registered and the intended method(s) of disposition thereof. (iii) Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, no more than the Company shall maintain the continuous effectiveness of the Registration Statement with respect to such Demand Registration until the earliest to occur of (x) the date on which such securities cease to be Registrable Securities, (y) the date on which such Registrable Securities have actually been sold and (z) one hundred eighty (120) days after the effective date of such Registration Statement. (iv) Within five (5) Business Days after receipt by the filing of the requested registration statement under the Securities Act (or, in the case Company of a request for Demand Notice pursuant to this Section 3(b) (the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement“Triggering Demand Notice”). Notwithstanding the foregoing, the Company may delay giving shall deliver a written notice of any such Demand Exercise Notice to any all other holders of record of Registrable Securities (other than Securities, and the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The CompanyCompany shall, subject to Sections 1(fthe provisions of Section 3(c), 1(g) and 1(h), shall include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein meeting all of the requirements of a Demand Registration Notice under this Agreement (x) the Registrable Securities whether or not any of the Demanding other Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall demanding such inclusion have made a written request to the Company for inclusion in exercised such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holderShareholders’ conversion rights) within five (5) days following after the receipt date that such notice from the Company has been delivered; provided that (A) all of such other Shareholders must agree to the plan of distribution proposed by the Shareholders who delivered the Triggering Demand Notice and (B) in connection with any underwritten registration, such holders must agree to abide and be bound by the underwriting agreement approved by the Company and the Shareholders who delivered the Triggering Demand Exercise NoticeNotice as if they were such Shareholders. All registrations requested requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities. (v) For the avoidance of doubt, an underwritten registration pursuant to a Demand Registration must be made pursuant to an effective shelf Registration Statement filed pursuant to Section 1(a3(a) and this Section 1(b) are referred to herein as “Demand Registrationshereof, if an effective shelf Registration Statement is available.”

Requests for Registration. (i) Subject to Sections 1(c) the terms and 1(d)conditions hereof, at any time and from time to time after six (6) months after the closing date of the IPO, either the Majority Onex Shareholders or the Majority first Public Offering of Flex Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) Stock SICPA may by written notice to the Company request in writing registration under the Securities Act of 1933, as amended (the "Securities Act"), of all or part of their Registrable Securities on Form S-1 or its Common Stock (any similar long-form such requested registration is hereinafter referred to as a "Demand Registration"). The number of Demand Registrations SICPA shall be entitled to request shall be two (“Long-Form Registrations”2). (ii) or, if available, on Form S-3 or any similar short-form An SEC registration (“Short-Form Registrations”of Common Stock shall not be counted as a Demand Registration for purposes of the limit in Section 1.a.(i) and may request that of this Exhibit B until such registration be on a shelf registration statement, and, if has become effective (unless such Demand Registration has not become effective due solely to the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”fault of SICPA), an automatic shelf registration statement. Each request for a registration under this Section 1(b) Demand Registration shall specify the approximate number of Registrable Securities shares of Common Stock requested to be registered and the proposed method anticipated per share price range for such offering. (iii) If, in connection with any Demand Registration, the managing underwriter(s) to Flex in connection with such SEC registration advises Flex in writing that, in its opinion, the number of distribution. The Companyshares of Common Stock to be registered would materially and adversely affect the success or price of the offering, subject then the number of shares to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of be included in such Demand Registration Request shall be reduced to the number recommended by such managing underwriter(s). Any such reduction shall be effected by (1) first reducing or eliminating the number of shares of Common Stock (if any) requested to each be included in such registration by any shareholders of the holders of record of Registrable Securities (Flex other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act SICPA and (2) to each holder of Registrable Securities that is an individualthen, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior if and to the filing extent further reductions are necessary, by reducing the number of shares of Common Stock requested to be included therein by SICPA. If by such registration statement). Notwithstanding reduction the foregoing, the Company may delay giving any Demand Exercise Notice to any holders number of record shares of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion Common Stock included in such registration (which request shall specify for SICPA represents less than one-third of the maximum total number of Registrable Securities intended shares requested to be disposed registered by SICPA, then such registration shall not be counted against the number of by such holderDemand Registrations to which SICPA is entitled under Section 1.a.(i) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationshereof.”

Requests for Registration. Subject to Sections 1(c) and 1(d)At any time following the date hereof, the Required Investor Holders, or at any time and following the earlier of (i) two years from time to time after six the date hereof, or (6ii) months after the closing date of the IPOcompletion of the audit of the Company's financial statements for the fiscal year ended December 31, either 2007, the Majority Onex Shareholders Required Cypress Holders, may request in writing that the Company effect the registration (a "Demand Registration") of all or any part of the Majority Common Shareholders Registrable Securities 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 parties giving Commission a Demand Registration Statement. Promptly after its receipt of any Registration Request, but no later than 10 days after receipt of such Registration Request, the Company will give written notice are 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 “Demanding Shareholders”provisions of this Agreement, all Registrable Securities (subject to any reduction pursuant to Section 1(f)) may that 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 request registration under given within 30 days after the Securities Act date the Company has given such Holders notice of all or part the Registration Request to the extent necessary to permit the disposition of their such Registrable Securities on Form S-1 so to be registered in accordance with the intended methods of disposition thereof specified in such Registration Request or any similar long-form registration further requests (“Long-Form Registrations”) orincluding, if availablewithout limitation, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may only with respect to a Registration request that such registration be on of the Required Investor Holders, by means of a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in pursuant to Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement 415 under the Securities Act (ora "Shelf Registration") 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 declared effective by the Commission as soon as practicable after the filing thereof and to keep such Demand Registration Statement continuously effective for the period specified in Section 3. 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 request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) initiated by the Registrable Securities of the Demanding Shareholders and Required Investor Holders, or (y) the lesser of (1) $25,000,000 or (2) all of the Registrable Securities then held by the Cypress Shareholders in the aggregate, in the case of the Required Cypress Holders. The Company will pay all Registration Expenses incurred in connection with any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrations1.”

Requests for Registration. Subject to Sections 1(cSection 1(e) below and 1(d)the other terms and conditions of this Agreement, at any time and from time beginning thirty (30) days prior to time after six (6) months after the closing expiration of the IPOapplicable transfer restrictions under their respective Lock-Up Agreements, either each of (i) the Majority Onex Shareholders Founder, (ii) Existing Investors or group of Existing Investors (other than the Majority Common Shareholders BBH Investors) holding at least thirty three percent (33.0%) of the parties giving such notice are then-outstanding number of Registrable Securities held by all Existing Investors and (iii) the “Demanding Shareholders”BBH Investors, may (A) may by written notice if a short-form registration statement is not available to the Company Company, request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any successor form or any similar long-form registration statement (a “Long-Form RegistrationsRegistration”) or, of all or any portion of its Registrable Securities in accordance with Section 1(b) or (B) if available, request registration under the Securities Act on Form S-3 (including a Shelf Registration) or any successor form or any similar short-form registration statement (a “Short-Form RegistrationsRegistration”) and of all or any portion of its Registrable Securities, as the case may request that be, in accordance with Section 1(c) (each such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Actrequest, a “WKSIDemand Notice”); provided that (I) the Existing Investors (other than the BBH Investors) shall be collectively entitled to a total of three (3) Demand Registrations, an automatic shelf (II) the Founder shall be entitled to a total of one (1) Demand Registration and (III) BBH Investors shall be collectively entitled to a total of three (3) Demand Registrations; provided further that a registration statementshall not count towards such number unless and until the relevant holder is able to register and sell at least seventy-five percent (75%) of the Registrable Securities requested by such holder to be included in such registration. All registrations requested pursuant to this Section 1(a) by the holders of Registrable Securities are referred to herein as “Demand Registrations.” Each request for a registration under this Section 1(b) Demand Registration shall specify the intended method of distribution and the approximate number of Registrable Securities requested to be registered and the proposed method of distributionregistered. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such No Demand Registration Request will be consummated (1and no registration statement with respect thereto filed) to each of if the holders of record number of Registrable Securities requested to be registered (other including pursuant to the following sentence) is fewer than individuals(i) at least five in the case of a Long-Form Registration, such number of Common Shares or Preferred Shares (5on an as-converted basis) Business Days with a value (based on the closing price of the Common Shares on the trading day immediately prior to the filing of the requested registration statement under the Securities Act or prospectus supplement, as applicable, for any Long-Form Registration) of $25,000,000 and (2ii) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of Short-Form Registrations, such number of Common Shares or Preferred Shares (on an as-converted basis) with a request for value (based on the filing closing price of an automatic shelf registration statement, at least five (5) Business Days the Common Shares on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable, for any Short-Form Registration) of $5,000,000. Within ten (10) days after receipt of any such registration statement). Notwithstanding the foregoingrequest, the Company may delay giving any Demand Exercise Notice to any holders shall give written notice of record of Registrable Securities (other than the Onex Shareholders) until after filing the such requested registration statement, so long as to all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Companyother Investors and, subject to Sections 1(f), 1(g) and 1(hthe terms of Section 1(d), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of and in all related registrations and qualifications under state blue sky laws and in compliance with other registration requirements and in any related underwriting) all Registrable Securities intended with respect to be disposed of by such holder) which the Company has received written requests for inclusion therein within five thirty (530) days following after the receipt delivery of the Company’s notice. The Company shall pay all Registration Expenses (as defined below) with respect to Demand Registrations, whether or not any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsoffering is completed.”

Requests for Registration. Subject to (a) As provided in Sections 1(c2.2 and 2.3, from and after the date that is ninety-one (91) and 1(d), at any time and from time to time after six (6) months days after the closing of an Initial Public Offering, the IPORequired Sofedit Stockholders, either the Majority Onex Shareholders Required Sofedit Institutional Stockholders, the Required CVC Stockholders or the Majority Common Shareholders Required Institutional Stockholders (the parties giving such notice are the “Demanding Shareholders”each of which being, a "Requesting Investor") may by written notice shall be entitled to the Company request registration under the Securities Act of all or part of their Registrable Securities (i) on Form S-1 or any similar long-form registration (“"Long-Form Registrations”"), and (ii) or, if available, on Form S-2 or S-3 or any similar short-form registration (“"Short-Form Registrations”") and may request that such registration be on a shelf registration statement, and, 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 wellRequesting Investor with respect to more than thirty-known seasoned issuer five percent (35%) of the Registrable Securities held by the Sofedit Institutional Stockholders as defined 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 Rule 405 no way limit the rights of the Sofedit Institutional Stockholders under Article III or the Securities Act, a “WKSI”), an automatic shelf registration statement. Each rights of the Sofedit Institutional Stockholders to request for a registration inclusion in any Demand Registration requested by the Sofedit Stockholders or the CVC Stockholders under this Section 1(b2.1(a). Within ten (10) shall specify days after receipt of any such request, the approximate number of Registrable Securities requested to be registered and the proposed method of distribution. The Company, subject to Section 1(f), shall Company will give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) request to each of all Stockholders holding Registrable Securities. Thereafter, the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior Company will use all reasonable efforts to effect the filing of the requested registration statement under the Securities Act on the form requested by the applicable Requesting Investors and (2) to each holder of will include in such registration all Registrable Securities that is an individual, no more than five with respect to which the Company has received written requests for inclusion therein by any Stockholder within thirty (530) Business Days days after the filing receipt of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company's notice, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities provisions of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise NoticeSection 2.5. All registrations requested pursuant to Section 1(a) and this Section 1(b) 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 that it has requested to be registered would not be sold pursuant to such Demand Registration within a reasonable amount of time or at a price acceptable to such Requesting Investor.

Requests for Registration. Subject to Sections 1(c) and 1(d), at At any time and from time to time after beginning six (6) months after the closing of the IPOInitial Public Offering Date, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice any Initial Stockholder may, subject to the Company provisions of this Agreement, request in writing that the Corporation effect the registration under the Securities Act of any or all or part of their the Registrable Securities on Form S-1 or any similar long-form registration held by such Initial Stockholder and its Specified Transferees (an “Long-Form Registrations”) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSIInitial Requesting Holder”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) which notice shall specify (i) the approximate number amount of Registrable Securities requested proposed to be registered registered; and (ii) the proposed intended method or methods and plan of distributiondisposition thereof, including whether such requested registration is to involve an underwritten offering. The Company, 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 1(f)2(i) in the case of an underwritten offering, the Corporation shall give written notice 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 “Participating Holder”, and together with the Initial Requesting Holder, the “Demand Exercise NoticeRequesting Holders”) of such Demand Registration Request within fifteen (115) to each days after delivery of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing Corporation’s notice of the requested Initial Requesting Holder’s registration statement 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 6, to effect the registration under the Securities Act and (2) to each holder applicable state securities laws of such Registrable Securities that is an individualfor disposition in accordance with the intended method or methods of disposition stated in such request. Subject to Section 2(i), no more than five (5) Business Days after the filing Corporation may include in such registration other securities of the requested registration statement under the Securities Act (orCorporation for sale, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to Corporation’s account or for the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities account of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand RegistrationsPerson.”

Requests for Registration. Subject to Sections 1(c) and 1(d), at any time and from time to time after six (6) months Commencing 180 days after the closing of Initial Public Offering, each Qualified Holder Group shall have the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may right by delivering a written notice to the Company request registration under (the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form RegistrationsDemand Notice”) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if to require the Company is a well-known seasoned issuer (as defined to register, pursuant to the terms of this Agreement under and in Rule 405 under accordance with the provisions of the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) 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 except for a Demand Notice relating to the Management Demand (defined below), a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such Qualified Holder Group is reasonably expected to result in aggregate gross cash proceeds in excess of $20,000,000. Following receipt of a Demand Notice for a Demand Registration, the Company shall use its commercially reasonable efforts to file a Registration Statement as promptly as practicable after such Demand Notice, and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Management Qualified Holders shall be entitled collectively to a maximum of one Demand Registration (the “Management Demand”) and the proposed method Yorktown Qualified Holders shall be entitled collectively to a maximum of distributionthree Demand Registrations. The Notwithstanding any other provisions of this Section 3, in no event shall more than one (1) 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, subject ; provided that no Demand Registration may be prohibited for such 120-day period more often than once in a twelve-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 1(f3(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 Holder Group shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Demand Exercise Notice”) of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) days after such Notice is given by the Company to such holders. All requests made pursuant to this Section 3 will specify the amount of Registrable Securities to be registered and the intended methods of disposition thereof. The Company shall use commercially reasonable efforts to maintain the effectiveness of the Registration Request (1) Statement with respect to each 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 holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving refrain from selling any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion securities included in such registration (which at the request shall specify of an underwriter of the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following Company or the receipt of any such Demand Exercise Notice. All registrations requested Company pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand RegistrationsAgreement.”

Requests for Registration. Subject to Sections 1(cSection 2(b) and 1(d)below, (i) at any time and from time to time after six time, the holders of a majority of (6A) months after the closing 399 Venture Registrable Securities and (B) the BRS Registrable Securities may together request, and (ii) on the earlier of (A) the third anniversary of this Agreement and (B) the consummation of an underwritten public offering of shares of Common Stock registered under the Securities Act (provided that in no event shall the issuance of Common Stock pursuant to the Purchase Agreement be deemed an underwritten public offering for purposes hereof), either (x) the holders of a majority of the IPO399 Venture Registrable Securities, either or (y) the Majority Onex Shareholders holders of a majority of the BRS Registrable Securities may each request (1) registration, whether underwritten or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request registration otherwise, under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“"Long-Form - 3 - Registrations”") or, if available, or on Form S-2 or S-3 or any similar short-form registration (“"Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and"), if available or (2) that the Company is file with the SEC a well-known seasoned issuer (as defined in Rule 405 registration statement under the Securities Act, Act on any applicable form pursuant to Rule 415 under the Securities Act (a “WKSI”"415 Registration"), an automatic shelf registration statement. Each request for a registration under this Section 1(b) Long-Form Registration or Short-Form Registration shall specify the approximate number of Registrable Securities requested to be registered and the proposed method of distributionanticipated per share price range for such offering. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days Within ten days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Noticerequest for a Long-Form Registration, Short-Form Registration or 415 Registration, the Company will give written notice of such requested registration to all other holders of Registrable Securities and will include (subject to the provisions of this Agreement) in such registration, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's notice. All registrations requested pursuant to Section 1(a) and in this Section 1(b2(a) are referred to herein as “"Demand Registrations".”

Requests for Registration. Subject to Sections 1(c) the following paragraphs of this Section 3 and 1(d)Section 5, at any time and from time the Sponsor shall have the right, by delivering or causing to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by be delivered a written notice to the Company request registration (a “Demand Notice”), to require the Company Group to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the offer and sale of the number of Registrable Securities requested to be so registered on Form S-3 (which, unless the Sponsor requests otherwise, shall be filed pursuant to Rule 415 under the Securities Act of all Act), if the Company is then eligible for such short-form or part of their Registrable Securities any similar or successor short-form registration (“Short-Form Registration”) or, if the Company is not then eligible for Short-Form Registration, on Form S-1 or any similar or successor long-form registration (“Long-Form RegistrationsRegistration”) or, if available, on Form S-3 or (any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Actregistration, a “WKSIDemand Registration”); provided, an automatic shelf registration statement. Each request however, that unless the Sponsor requests to have registered all of its Registrable Securities, a Demand Notice for a registration under this Section 1(b) shall specify Marketed Underwritten Offering may only be made if the approximate number sale of the Registrable Securities requested to be registered by the Sponsor is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company Group shall use its reasonable best efforts to (x) file with the SEC a Registration Statement in accordance with such Demand Notice and the proposed method provisions of distribution. The Companythis Agreement as promptly as reasonably practicable and, subject to Section 1(f)in any event, shall give written notice (the “Demand Exercise Notice”) within 30 days following receipt of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, Notice in the case of a request for Short-Form Registration or within 90 days following receipt of such Demand Notice in the filing case of an automatic shelf registration statementa Long-Form Registration and (y) cause such Registration Statement to become; provided, at least five (5) Business Days however, that if a Demand Notice is delivered prior to the filing expiration of such registration statement). Notwithstanding the foregoingIPO Lock-up Period, the Company may delay giving Group shall not be obligated to file (but shall be obligated to prepare) such Registration Statement prior to the expiration of the IPO Lock-up Period. With respect to any Underwritten Offering to be conducted pursuant to any Demand Exercise Notice Registration, the Sponsor shall select the underwriter(s) for such offering, subject to the reasonable satisfaction of the Company. The Company Group shall use its reasonable best efforts to keep any Registration Statement with respect to any holders Demand Registration filed pursuant to this Section 3(a) continuously effective under the Securities Act until the earlier to occur of record (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statementincluded in such Registration Statement. No Demand Registration shall be deemed to have occurred for purposes of this Section 3, so long and any Demand Notice delivered in connection therewith shall not count as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration Notice for purposes of Section 5, if (x) the Registration Statement relating thereto (and covering all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice, subject to any cut-back pursuant to Section 3(c)) (i) does not become effective, or (ii) is not maintained continuously effective for the Demanding Shareholders and period required pursuant to this Section 3, (y) 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 or (z) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other holder than as a result of Registrable Securities which shall have the Sponsor’s actions. All requests made pursuant to this Section 3 shall: (i) state that it is a written request notice to the Company for inclusion in such registration initiate a Demand Registration under this Agreement; and (which request shall ii) specify the maximum number of Registrable Securities intended to be disposed registered and the intended method(s) of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsdisposition thereof.”

Requests for Registration. Subject to Sections 1(c(i) and 1(d), at At any time and from time to time after six (6) months after the closing of the IPOa Qualified Public Offering, either the Majority Onex Shareholders a Demand Party may request registration, whether underwritten or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request registration otherwise, under the Securities Act of all or part of their such Demand Party's Registrable Securities on Form S-1 or any similar long-form (other than Warrants and the Common Stock underlying such Warrants) in an 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 THL shall be deemed to be one Holder for purposes of this clause (A)) comprising such Demand Party of the class in respect of which such demand for registration is being made and (“Long-Form Registrations”B) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined $100,000,000 in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statementAggregate Offering Price of Registrable Securities. Each such request for a registration under this Section 1(b) shall specify the approximate number and class of Registrable Securities requested to be registered and the proposed method anticipated per share price range for such offering. (ii) Within ten (10) days after receipt of distribution. The Companyany such request for a registration, subject to Section 1(f), shall the Company will give written notice (the “a "Demand Exercise Notice”") of such requested registration (including the number of Registrable Securities included and the possible intended methods of disposition thereof) to all other Holders of Registrable Securities, if any (including, in the case of a Demand Registration Request 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 IV 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 condi tions as apply to the Demand Party, and each such Holder (including Partner ship 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 IV Partnership Agreement shall prohibit or restrict the redemp tion 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 offer ing, such Partnership Unit Holder shall have delivered to each ARC IV a notice of redemption, together with the holders of record of certificates evidencing the Partnership Units to be converted into the Registrable Securities to be included in such offering (other the "Redemption Notice Package") not less than individuals) at least five (5) Business Days prior to the filing closing date of the requested registration statement under the Securities Act such offering, and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of any other offering, such Partnership Unit Holder shall have delivered to ARC IV a request for the filing of an automatic shelf registration statement, at least five (5) Business Days Redemption Notice Package a reasonable time prior to the filing proposed sale of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Holder's Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration offering, as determined by the Company. (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holderiii) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b3(a) are referred to herein as “"Demand Registrations.”"

Requests for Registration. Subject to Sections 1(cSection 3.1(b) and 1(dthe other terms of this Article III, any 5% Stockholder shall have the right to, in each case, pursuant to Section 3.1(c) or Section 3.1(d), at any time and from time to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to request the Company request to effect the registration under and in accordance with the provisions of the Securities Act of the offering of all or part any portion of their the Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) orBeneficially Owned by such 5% Stockholder, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may by submitting a written request that of such registration be on a shelf registration statement, and, if and specifying the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number amount of Registrable Securities requested proposed to be registered and the proposed intended method (or methods) and plan of distributiondisposition thereof, including whether such requested registration is to involve an underwritten offering (a “Registration Demand”). The Company, subject to Section 1(f), Company shall give prompt written notice thereof (the a “Demand Exercise Registration Notice”) (and in any event within ten (10) Business Days from the date of receipt of such Demand Registration Request (1Demand) to each of the holders other 5% Stockholders, each of record of Registrable Securities (other than individuals) at least five (5) Business Days prior whom shall be entitled to the filing of the requested registration statement under the Securities Act and (2) elect to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Companyinclude, subject to Sections 1(f)the terms and conditions set forth in this Article III, 1(g) and 1(h), shall include Registrable Securities Beneficially Owned by it in the Registration Statement to which a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made Notice relates, by submitting a written request to the Company for inclusion in (a “Registration Request”) within fifteen (15) days after the date of such registration (which request shall specify Demand Registration Notice, specifying the maximum number of Registrable Securities intended that such Initial Requesting Holder intends to be disposed dispose of by pursuant to such holder) 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 five ninety (590) 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 receipt 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 of the offering of such Registrable Securities under the Securities Act and applicable state securities laws, for disposition in accordance with the intended method or methods of disposition stated in the underlying Registration Demand. Subject to Section 3.1(j), the Company may include in such Registration Statement such number of Registrable Securities as the Company proposes to offer and sell for its own account or the account of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsother Person.”

Requests for Registration. Subject to Sections 1(c) and 1(d)the provisions of this Article II, any Holder or group of Holders holding Registrable Securities representing at least 5% of the New Common Shares then outstanding may at any time and from time to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by make a written notice to the Company request for registration under the Securities Act of all or any part of their such Holders' Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may a "Demand Registration"); provided that no Holder shall be entitled to request that such registration be on a shelf registration statement, and, if Demand Registration until 11 months after the Company is a well-known seasoned issuer (as defined in Rule 405 under effective date of the Securities Act, a “WKSI”), an automatic shelf registration statementPlan. Each Such request for a registration under this Section 1(b) shall specify the approximate number amount of Registrable Securities requested to be registered and the proposed intended method or methods of distributiondisposition. The CompanyPromptly after receipt of such request, the Company shall send written notice of such request to all Holders and shall, subject to Section 1(f)the provisions of this Article II, shall give written notice (the “Demand Exercise Notice”) of include in such Demand Registration Request all Registrable Securities with respect to which the Company receives written requests (1) to each of specifying the holders of record amount of Registrable Securities (other than individualsto be registered and the intended method or methods of disposition) at least five (5) Business Days prior for inclusion therein within 15 days after such notice is sent; provided that if the 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 filing Holders that, in its opinion, the inclusion of the requested registration statement under the Securities Act and (2) to each holder amount of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request to be sold for the filing account of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (Holders other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of Holder that initiated such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x"Non-Initiating Holders") would adversely affect the Registrable Securities success of the Demanding Shareholders and (y) offering, then the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed sold for the account of by such holderNon-Initiating Holders shall be reduced (and may be reduced to zero) within five 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 (5i) 90 days following the receipt date on which it was declared effective and (ii) the date on which all of any such 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 Exercise Notice. All registrations requested pursuant Registration shall become effective prior to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsthe day following the one-year anniversary of the effective date of the Plan.”

Requests for Registration. Subject to Sections 1(cthe provisions of this Article V, the holders of a majority of Vestar Securities that constitute Registrable Securities shall have the right (the "Vestar Demand Right") and 1(dthe holders of a majority of Pro-Fac Securities that constitute Registrable Securities shall have the right (the "Pro-Fac Demand Right"), at any time and from time in each case, to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request registration under the Securities Act of all or part any portion of their the Registrable Securities on Form S-1 or any similar long-form held by such Securityholders (in each case, referred to herein as the "Requesting Holders") by delivering a written notice to the principal business office of the Issuer, which notice identifies the Requesting Holders and specifies the number of Registrable Securities to be included in such registration (“Long-Form Registrations”the "Registration Request"). Subject to the restrictions set forth in Section 5.1(d), the Issuer will give prompt written notice of such Registration Request (the "Registration Notice") or, if available, on Form S-3 or any similar short-form to all other holders of Registrable Securities and will thereupon use its commercially reasonable efforts to effect the registration (“Short-Form Registrations”a "Demand Registration") and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(bAct on any form available to the Issuer of: (i) shall specify the approximate number of Registrable Securities requested to be registered and by the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice Requesting Holders; (the “Demand Exercise Notice”ii) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (all other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders same type and (y) class which the Registrable Securities of any other holder of Registrable Securities which shall have made Issuer has received a written request to register within 30 days after the Company for inclusion 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 (which request shall specify iii) any securities of the maximum number of Registrable Securities intended Issuer proposed to be disposed included in such registration by the holders of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested registration rights granted other than pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand RegistrationsAgreement ("Other Registration Rights").”

Requests for Registration. Subject to Sections 1(c) and 1(dthe provisions of Section 3(b), at any time and from time to time after six (6) months after the closing of the IPO, either IPO any holder or holders of a Majority of the Majority Onex Shareholders then outstanding MatlinPatterson Registrable Securities or Family Holdings Registrable Securities may request a registration by the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request registration Corporation under the Securities Act of all or part of its or their MatlinPatterson Registrable Securities on Form S-1 or any similar long-form registration Family Holdings Registrable Securities, as applicable, (“Long-Form Registrations”) ora "Demand Registration"); provided, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of MatlinPatterson Registrable Securities or Family Holdings Registrable Securities requested to be registered represents at least 3% of the Corporation's then outstanding Common Stock. Within 15 days following receipt of any such request, the Corporation will provide written notice of such registration request to all holders of Registrable Securities and the proposed method of distribution. The Companywill, subject to the provisions of Section 1(f3(a)(i) and (ii), shall give Section 3(c) and Section 3(d), include in such registration all Registrable Securities with respect to which the Corporation has received written notice (requests for inclusion therein within 20 days after distribution to the “Demand Exercise Notice”) applicable holder of such the Corporation's notice. All Demand Registration Request (1requests made pursuant to this Section 3(a) to each of will specify the holders of record number of Registrable Securities (other than individuals) at least five (5) Business Days prior to be registered and will also specify the filing intended method of disposition thereof, which may include the requested registration statement 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 Act, then: (i) the Corporation agrees to effect a registration and (2) to each holder 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 that is an individual, no more than five (5) Business Days after the filing as are specified in such request plus any portion of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written holders who request to the Company for 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 (which request statement, then the available space in such registration statement shall specify be allocated pro rata among the maximum holders of such Registrable Securities requesting to be included in the registration on the basis of the total number of Registrable Securities intended held by their respective holders; and (ii) the Corporation agrees that (A) if it did not include in such registration all of the MatlinPatterson Registrable Securities requested to be disposed included, then at any time when the amount of by 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 include in such holderregistration all of the Family Holdings Registrable Securities requested to be included therein, then at any time when the amount of Family 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) within five 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. (5iii) days following At any time after the receipt of 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 Demand Exercise Notice. All registrations requested registration with an effective registration statement under Form S-3 pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrations5 hereof.”

Requests for Registration. Subject to Sections 1(c) and 1(d)the limits set forth in this Agreement, including, without limitation, the restrictions set forth in Section 4 hereof, at any time and from time to time after six (6) months after the closing of the an IPO, either the Majority Onex Shareholders or Institutional Investors shall have the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may right, by delivering a written notice to the Company request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (a “Long-Form RegistrationsDemand Notice”) or), if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if to require the Company is a well-known seasoned issuer (as defined to register, pursuant to the terms herein and in Rule 405 under accordance with the provisions of the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate offer and sale of the number of Registrable Securities requested to be so registered and pursuant to the proposed method terms herein (a “Demand Registration”). Within ten (10) days after receipt by the Company of distribution. The Companya Demand Notice, subject to Section 1(f), the Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1Notice to all Holders. The Company shall, subject to the provisions of Section 2(b) to each of the holders of record of hereof, include in such registration all Registrable Securities with respect to which the Company receives written requests for inclusion therein within ten (other 10) 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 individualsthirty (30) at least five (5) Business Days prior days after receipt of such Demand Notice, and shall use its reasonable best efforts to the filing of the requested registration statement cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the 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 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) 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 holder 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 that is an individual, no more than five (5) Business Days after to be included in the filing Registration Statement and the intended methods of distribution thereof. The Company shall be required to maintain the effectiveness of the requested registration statement under the Securities Act Registration Statement (or, except in the case of a request Shelf Registration) with respect to any Demand Registration for the filing a period of an automatic shelf registration statement, at least five one hundred eighty (5180) Business Days prior 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 filing period the Holder refrains from selling any securities included in such Registration Statement at the request of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and 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 of included in such Registration Statement have actually been sold; provided, however, that any other holder 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 have made promptly either withdraw such Registration Statement or file a written request 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 inclusion 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 language, if such language was not included in the initial Registration Statement, or revise such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of language if deemed reasonably necessary by such holder) within five (5) days following the receipt of any Holder to effect such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand RegistrationsPartner Distribution.”

Requests for Registration. Subject to Sections 1(c) the terms and 1(d)conditions of this Agreement, at any time and from time to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) each Controlling Holder may by written notice to the Company request registration under the Securities Act of all or part any portion of their Registrable Securities on Form S-1 or any similar long-form registration (“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 (“Short-Form Registrations”) and if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Controlling Holder making a Demand Registration may request that such the registration be on made pursuant to Rule 415 under the Securities Act (a shelf registration statement, “Shelf Registration”) and, if the Company is a well-known seasoned issuer 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 under the Securities Act, a ) (an “WKSIAutomatic Shelf Registration Statement”). Except to the extent that Section 2(c) applies, an automatic shelf registration statement. Each within five Business Days of receipt of a request for a registration under this Section 1(b) shall specify Demand Registration, the approximate number of Registrable Securities requested to be registered and the proposed method of distribution. The Company, subject to Section 1(f), Company shall give written notice (of the “Demand Exercise Notice”) Registration to all other Holders and, subject to the terms of Section 2(d), shall include in such Demand Registration Request (1and in all related registrations and qualifications under state blue sky laws and in any related underwriting) to each of the holders of record of all Registrable Securities (other than individuals) at least of each Holder with respect to which the Company has received a written request for inclusion therein within five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of date the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement)Company’s notice was delivered. Notwithstanding the foregoing, other than delivery to each Holder of the written notice in accordance with this Section 2(a), the Company may delay giving shall not be required to take any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they action that would have had otherwise be required under this Section 2 if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(gaction would violate Section 4(a) and 1(h), shall include hereof or any similar provision contained in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of underwriting agreement entered into in connection with any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsunderwritten Public Offering.”

Requests for Registration. Subject to Sections 1(c) and 1(d), at At any time and from time to time after six (6) months after the closing date hereof and prior to the Company's Initial Public Offering, the LLC (and, upon the LLC's dissolution, the holders of a majority of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”Frontenac Registrable Securities then outstanding) may by written notice to the Company request registration under the Securities Act of all or part any portion of their Registrable Securities on Form S-1 S-l or any similar long-form registration (“a "Long-Form Registration"). After the Company's Initial Public Offering, the LLC may request three Long-Form Registrations and an unlimited number of Short-Form Registrations (as defined below). If after the Company's Initial Public Offering, the LLC dissolves: (i) the holders of a majority of the Frontenac Registrable Securities then outstanding, may request up to two Long-Form Registrations”, (ii) or, if available, the holders of at least 5% of the Registrable Securities then outstanding may request an unlimited number of registrations 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”") and may request if available; provided that such registration the aggregate offering value of the Registrable Securities requested to be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined registered in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a any registration under this Section 1(bl(a) (any "Demand Registration") must equal at least $20 million if the registration is the Company's Initial Public Offering, at least $10 million in any other Long-Form Registration, and at least $10 million in any Short-Form Registration. All requests for Demand Registrations shall be made by giving written notice to the Company (the "Demand Notice"). Each Demand Notice shall specify the approximate number of Registrable Securities requested to be registered and the proposed method anticipated per share price range for such offering. Within ten days after receipt of distribution. The Companyany Demand Notice, subject to Section 1(f), the Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) requested registration to each of the all other holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Companyand, subject to Sections 1(f), 1(gthe provisions of Section l(d) and 1(h)below, shall include in a Demand Registration (x) the such registration all Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities with respect to which shall have made a written request to the Company has received written requests for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) therein within five (5) 15 days following after the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsthe Company's notice.”

Requests for Registration. Subject to Sections 1(c) and 1(dthe following paragraphs of this Section 3(b), at any time and from time following the Closing, one or more Shareholders shall have the right, by delivering or causing to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (which, unless all Shareholders delivering such notice request registration otherwise, shall be (A) filed pursuant to Rule 415 under the Securities Act and (B) if the Company is a Well-Known Seasoned Issuer at the time of all filing such Registration Statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or part of their Registrable Securities any similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) or(any such written notice, if availablea “Demand Notice” and any such registration, on Form S-3 or a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any similar short-form registration event, the Company shall be required to make the initial filing of the Registration Statement within thirty (“30) days following receipt of such Demand Notice in the case of a Short-Form Registrations”Registration or within sixty (60) and days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, however, that unless a Shareholder requests to have registered all of its Registrable Securities, a Demand Notice for a Marketed Offering may request that such registration only be on a shelf registration statement, and, made if the Company is a well-known seasoned issuer (as defined in Rule 405 under sale of the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the proposed method by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of distribution$150,000,000 (without regard to any underwriting discount or commission). The Company, subject to Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 1(f3(b), the Company shall give written notice (the “Demand Exercise Notice”) of use its reasonable best efforts to cause such Demand Registration Request (1) Statement to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement become effective under the Securities Act as promptly as practicable after the filing thereof (if such Registration Statement is not an Automatic Shelf Registration Statement). (i) No Demand Registration shall be deemed to have occurred for purposes of this Section 3(b) or 4(c), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(f) or 4(c), if (A) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice) (1) does not become effective, or (2) is not maintained effective for the period required pursuant to each holder this Section 3 or (B) the offering of the Registrable Securities that pursuant to such Registration Statement is an individualsubject to a stop order, no more than five (5) Business Days after the filing injunction, or similar order or requirement of the requested SEC during such period or (C) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration statement under the Securities Act (or, in the case of a relating to such request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (are not satisfied other than as a result of the Onex Shareholders’ actions. (ii) until after filing the requested registration statement, so long as all recipients of such All requests made pursuant to this Section 3(b) must: (A) state that it is a notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in initiate a Demand Registration under this Agreement; (xB) identify the Registrable Securities of Shareholders effecting the Demanding Shareholders request; and (yC) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed registered and the intended method(s) of disposition thereof. (iii) Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such holdersecurities cease to be Registrable Securities or such shorter period upon which all Shareholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold. (iv) within five Within three (53) business days following after receipt by the receipt Company of a Demand Notice pursuant to this Section 3(b), the Company shall deliver a written notice of any such Demand Exercise NoticeNotice to all other holders of Registrable Securities, and the Company shall, subject to the provisions of Section 3(c), include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein (whether or not any of the Shareholders have exercised its, his or her conversion rights) within three (3) days after the date that such notice has been delivered; provided that a majority of the Shareholders must agree to a plan of distribution proposed by the Shareholders who delivered the Demand Notice and, in connection with any underwritten registration, such holders (together with the Company) must enter into an underwriting agreement in the form reasonably approved by the Company and the Shareholders holding the majority of the Registrable Securities. All registrations requested requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities. For the avoidance of doubt, an underwritten registration pursuant to a Demand Registration may be made pursuant to an effective shelf Registration Statement filed pursuant to Section 1(a3(a) and this Section 1(b) are referred to herein as “Demand Registrationshereof.”

Requests for Registration. Subject to Sections 1(c) and 1(dthe following paragraphs of this Section 3(a), at any time and from time to time after six (6i) months after upon the closing requisite approval of the IPOBoard, either Allstar shall have the Majority Onex Shareholders right, by delivering or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by causing to be delivered a written notice to the Company request registration 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 offer and sale in an Initial Public Offering of all a number of shares of Common Stock specified by Allstar (which offer and sale may include an offering of newly issued Common Stock by the Corporation and/or, at the request of Allstar, an offering of Registrable Securities) and (ii) following the Initial Public Offering, each of KKR Shareholders and ▇▇▇▇▇▇▇ Shareholders shall have the right, by delivering or part causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of their this Agreement, under and in accordance with the provisions of the Securities Act, the offer and sale of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) or, if availablethe Corporation is then eligible, on Form S-3 or any similar or successor short-form registration (“Short-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by any such demanding Shareholder (or all such demanding Shareholders if more than one Shareholder makes a demand) is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission) in the case of any Long-Form Registration and at least $20,000,000 (without regard to any underwriting discount or commission) in the case of any Short-Form Registration; provided, further that, unless the Board shall otherwise consent, subject to Section 3(e), the Corporation shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) within a period of 90 days after the effective date of any other registration statement relating to any registration request under this Section 3(a) (except if the underwriters shall require a longer period, but in any event no more than 180 days). A KKR Shareholder or a ▇▇▇▇▇▇▇ Shareholder may, in connection with any Demand Registration requested by such holder that is a Short-Form Registration, require the Corporation to file such registration be on a shelf registration statement, andstatement with the SEC in accordance with and pursuant to Rule 415 under the Securities Act including, if the Company Corporation is a well-known seasoned issuer at the time of filing of the Short-Form Registration (as defined in Rule 405 under the Securities Act, a “WKSI”), as an automatic shelf registration statement(a “Shelf Registration Statement”). Each request Following receipt of a Demand Notice for a registration under Demand Registration in accordance with this Section 1(b3(a), the Corporation shall 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 declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 3, and shall not count as a Demand Notice for purposes of Section 3(e), if (w) shall specify the approximate number Registration Statement relating thereto does not become effective, or is not maintained effective by the Corporation for the period required pursuant to this Section 3, (x) the offering of the Registrable Securities pursuant to such Registration Statement is not completed for any reason (other than solely by reason of some act or omission by the holder exercising its Demand Notice, including the withdrawal of such registration request pursuant to Section 3(d)), including because it was subject to a stop order, injunction, or similar order or requirement of the SEC during such period or (y) the holder exercising its Demand Notice has fewer than 60% of the amount of Registrable Securities originally requested to be registered and included in such Registration Statement as a result of a Demand Cutback or (z) the proposed method conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such Demand Registration are not satisfied, other than solely by reason of distributionsome act or omission by the holder exercising its Demand Notice to fail to perform its obligations under this Agreement or such purchase or underwriting agreement. The CompanyWithin 10 days after receipt by the Corporation of a Demand Notice in accordance with this Section 3(a) (other than a Demand Notice provided to effect an Initial Public Offering in which Allstar is not selling (or causing to be sold) Common Stock on a secondary basis, subject to Section 1(fin which case no Notice shall be required), the Corporation shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) Notice to each of the all other holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior and shall, subject to the filing provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the requested registration statement under Corporation received written requests for inclusion therein within 20 days after such Notice is given by the Securities Act and (2) Corporation to each holder such holders, it being understood that any such request for inclusion of Registrable Securities that given by a holder (including if given by a ▇▇▇▇▇▇▇ Shareholder) shall not be considered a Demand Notice for purposes of Section 3(e). The parties agree that, if the Corporation is effecting an individualInitial Public Offering in which Allstar or any of its Affiliates is selling (or causing to be sold) Common Stock on a secondary basis, no more than five (5) Business Days after then Allstar shall have be deemed to have made a Demand Notice for purposes of this Agreement. All requests made pursuant to this Section 3 will specify the filing number of the requested registration statement under the Registrable Securities Act (orto be registered and/or, in the case of an Initial Public Offering, the number of shares of Common Stock to be issued by the Corporation (if any), and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement filed in connection with any Demand Registration for a request for the filing period of an automatic shelf registration statement, at least five (5) Business Days prior 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the filing of such registration statement). Notwithstanding period the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written refrains from selling any securities included in such Registration Statement at the request of the Corporation or an underwriter of the Corporation pursuant to the Company for inclusion in such registration provisions of this Agreement. The Corporation shall use its reasonable best efforts to keep any Shelf Registration Statement continuously effective under the Securities Act until the earlier of (which request shall specify A) the maximum number date when all of the Registrable Securities intended covered by such Shelf Registration Statement have been sold and (B) the date on which the Registrable Securities covered by the Shelf Registration Statement are eligible to be disposed of by such holder) within five (5) days following the receipt of sold or transferred without being subject to any such Demand Exercise Notice. All registrations requested holding period or volume limitations pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand RegistrationsRule 144.”

Requests for Registration. Subject to Sections 1(c) and 1(d), at At any time and from after June 30, 2003, or such earlier time to time after six as the Company has completed a public offering of its equity securities registered under the Securities Act, the holders of at least a majority of then outstanding Underlying Common Stock (6as defined in the Series A Purchase Agreement) months after the closing issued or issuable upon conversion of the IPO, either the Majority Onex Shareholders Series A Preferred or the Majority holders of at least a majority of then outstanding Underlying Common Shareholders Stock (as defined in the Series C Purchase Agreement) issued or issuable upon conversion of the Series C Preferred or ZAM (so long as ZAM and its Affiliates are collectively the holders of at least 25% of the Originally Acquired Shares (as defined in the Series C Purchase Agreement) (the parties giving such notice are the “Demanding Shareholders”"INITIATING HOLDERS") may by written notice to the Company request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“Long"LONG-Form Registrations”FORM REGISTRATIONS") or, if available, on Form S-2 or S-3 or any similar short-form registration (“Short"SHORT-Form Registrations”FORM REGISTRATIONS"). All registrations requested pursuant to this paragraph 1(a) and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (are referred to herein as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. "DEMAND REGISTRATIONS." Each request for a registration under this Section 1(b) Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the proposed method anticipated per share price range for such offering. Within ten days after receipt of distribution. The Companyany such request, subject to Section 1(f), the Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) requested registration to each of the all other holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Companyand, subject to Sections 1(f), 1(gparagraph 1(d) and 1(h)below, shall include in a Demand Registration (x) the such registration all Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities with respect to which shall have made a written request to the Company has received written requests for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) therein within five (5) 15 days following after the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsthe Company's notice.”

Requests for Registration. Subject to Sections 1(c(i) and 1(dAt any time after the earlier of: (i) a Public Offering or (ii) June 15, 2001, any stockholder or stockholders holding in the aggregate at least 7.6% of the Non-Series E Registrable Securities (a "Non-Series E Demand Registration") or at least 5% of the Series E Registrable Securities (a "Series E Demand Registration"), may at any time and from time to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to demand that the Company request registration register all or part of his, her, or its Registrable Securities under the Securities Act of all (Non-Series E Demand Registrations and Series E Demand Registrations being collectively referred to as a "Demand Registration") on Forms ▇-▇, ▇-▇, or part of their Registrable Securities on Form S-1 S-3 (or any similar long-form registration (“Long-Form Registrations”forms then in effect) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if promulgated by the Company is a well-known seasoned issuer (as defined in Rule 405 SEC under the Securities Act. Within ten days after receipt of a demand, a “WKSI”)the Company will notify in writing all holders of Registrable Securities of the demand. Any holder who wants to include his, an automatic shelf registration statementher, or its Registrable Securities in the Demand Registration must notify the Company within ten business days of receiving the notice of the Demand Registration. Each request for a registration under Except as provided in this Section 1(b3, the Company will include in all --------- Demand Registrations all Registrable Securities for which the Company receives timely written demands for inclusion. All demands made pursuant to this Section 3(a) shall must specify the approximate number of Registrable ------------ Securities requested to be registered and the proposed intended method of distribution. The Companydisposing of the Registrable Securities. (ii) Notwithstanding anything to the contrary herein, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of the Series E Registrable Securities shall have a special right to require up to three demand registrations (other than individualsthe "Series E Special Demand Registration") after an Initial Public Offering, which may be exercised by holders of at least five (5) Business Days prior to the filing % of the requested Series E Registrable Securities the first of which may be exercised not earlier then 120 days after the Company's Initial Public Offering; provided that this special right shall expire when the holders of Common Stock issued upon conversion of the Series E Preferred Stock are free to sell them under Rule 144(k) or hold less than 1% of the outstanding Common Stock of the Company. The Company shall use its best commercial efforts to cause the first such registration statement to become effective on the 181st day after the effectiveness of the registration statement for the Company's Initial Public Offering, or if later, not later than 60 days after the demand therefore is made. Each such registration statement shall be on Form S-1 or S-3, if available, and shall remain effective for 180 days, or if less, until the Common Stock registered thereunder is sold. The holders of such Common Stock may, but shall not be required to, sell the Common Stock in an underwritten offering under this special registration right. Within ten days after receipt of a demand, the Securities Act and (2) to each holder Company will notify in writing all holders of Series E Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the demand. Any holder who wants to include his, her, or its Series E Registrable Securities Act (or, in the case Series E Special Demand Registration must notify the Company within ten business days of a request receiving the notice of the Series E Special Demand Registration. Except as provided in this Section 3, the Company will --------- include in all Series E Special Demand Registrations all Series E Registrable Securities for which the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement)Company receives timely written demands for inclusion. Notwithstanding the foregoing, no Series E Special Demand Registration shall be underwritten without the Company may delay giving any Demand Exercise Notice to any consent of the holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities majority of the Demanding Shareholders and (y) shares of the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion Series E Preferred Stock included in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsregistration.”

Requests for Registration. Subject to Sections 1(cThe Holders of more than thirty percent (30%) and 1(d), at any time and from time to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders Registrable Securities then outstanding (the parties giving such notice are the “Demanding ShareholdersRequesting Holders”) may by written notice to the Company request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form RegistrationsRegistration”) ), or, if available, on Form S-3 or any similar short-form registration statement (“Short-Form RegistrationsRegistration”) and may request ); provided, that such registration be on a shelf registration statement, and, if the Company is shall not be required to effect a wellLong-known seasoned issuer Form Registration prior to the earlier of (as defined in Rule 405 i) three (3) years from the date of this Agreement and (ii) six (6) months subsequent to the Company’s first firm commitment underwritten public offering of its Common Stock under the Securities ActAct (an “IPO”); provided, further, that any such request shall cover the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000. Any registration requested pursuant to this paragraph (a) is referred to herein as a “WKSI”), an automatic shelf registration statement. Demand Registration.” Each request for a registration under this Section 1(b) Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the proposed method underwriter. In the event that the Company receives a request for Demand Registration from the Requesting Holders, the Company shall: (i) within ten (10) days after receipt of distribution. The Companyany such request, subject to Section 1(f), shall give written notice of such requested registration to all other Holders (the “Demand Exercise Notice”if any) of such Demand Registration Request Registrable Securities; (1ii) as soon as practicable use its best efforts to each of file with the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested SEC a registration statement under the Securities Act Act; and (2iii) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(gparagraphs (d) and 1(h)(e) below, shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of all Registrable Securities intended with respect to be disposed of by such holder) which the Company has received written requests for inclusion therein within five twenty (520) days following after the receipt mailing or delivery of any the Company’s notice of such requested Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand RegistrationsRegistration.”

Requests for Registration. Subject to Sections 1(c) and 1(dthe following paragraphs of this Section 3(b), at any time and from time to time after six (6) months after following the closing expiration of the IPORestricted Period, either the Majority Onex Shareholders holding a majority of the then-outstanding Registrable Securities shall have the right, by delivering or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the offer, sale and distribution of the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (which, unless all Shareholders delivering such notice request registration otherwise, shall be (A) filed pursuant to Rule 415 under the Securities Act and (B) if the Company is a Well-Known Seasoned Issuer at the time of all filing such Registration Statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or part of their Registrable Securities any similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) or(any such written notice, if availablea “Demand Notice” and any such registration, on Form S-3 or a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any similar short-form registration event, the Company shall be required to make the initial filing of the Registration Statement within thirty (“30) days following receipt of such Demand Notice in the case of a Short-Form Registrations”Registration or within sixty (60) and days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, however, that unless a Shareholder requests to have registered all of its Registrable Securities, a Demand Notice for a Marketed Offering may request that such registration only be on a shelf registration statement, and, made if the Company is a well-known seasoned issuer (as defined in Rule 405 under sale of the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the proposed method by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of distribution$25,000,000 (without regard to any underwriting discount or commission). The Company, subject to Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 1(f3(b), the Company shall give written notice (the “Demand Exercise Notice”) of use its reasonable best efforts to cause such Demand Registration Request (1) Statement to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement become effective under the Securities Act as promptly as practicable after the filing thereof (if such Registration Statement is not an Automatic Shelf Registration Statement). (i) No Demand Registration shall be deemed to have occurred for purposes of this Section 3(b) or 4(c), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(f) or 4(c), if (A) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice) (1) does not become effective, or (2) is not maintained effective for the period required pursuant to each holder this Section 3; (B) 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; or (C) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions. (ii) All requests made pursuant to this Section 3(b) must: (A) state that it is a notice to initiate a Demand Registration under this Agreement; (B) identify the Shareholders effecting the request; and (C) specify the number of Registrable Securities to be registered and the intended method(s) of disposition thereof. (iii) Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period upon which all Shareholders with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold, or, if such Demand Registration is for an individualUnderwritten Offering, no more than five such longer period as in the opinion of counsel for the underwriter or underwriters a Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer. (5iv) Within three (3) Business Days after receipt by the filing of the requested registration statement under the Securities Act (or, in the case Company of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior Demand Notice pursuant to the filing of such registration statementthis Section 3(b). Notwithstanding the foregoing, the Company may delay giving shall deliver a written notice of any such Demand Exercise Notice to any all other holders of record of Registrable Securities (other than Securities, and the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The CompanyCompany shall, subject to Sections 1(fthe provisions of Section 3(c), 1(g) and 1(h), shall include in a such Demand Registration (x) the all such Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities with respect to which shall have made a written request to the Company has received written requests for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) therein within five (5) days following after the receipt date that such notice has been delivered; provided that the Shareholders must agree to the plan of distribution proposed by the Shareholders who delivered the Demand Notice and, in connection with any Underwritten Registration, such Demand Exercise Noticeholders (together with the Company) must enter into an underwriting agreement in the form reasonably approved by the Company and the Shareholders holding the majority of the Registrable Securities subject to such Underwritten Registration. All registrations requested requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered. For the avoidance of doubt, an Underwritten Registration pursuant to a Demand Registration may be made pursuant to an effective shelf Registration Statement filed pursuant to Section 1(a3(a) and this Section 1(b) are referred to herein as “Demand Registrationshereof.”

Requests for Registration. Subject to Sections 1(c) and 1(d)the following paragraphs of this Section 3, at any time and from time to time after six (6) months after the closing of Sponsor Investor Shareholder shall have the IPOright, either the Majority Onex Shareholders by delivering, directly or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by indirectly, a written notice to the Company request registration under Corporation, to require the Corporation to register pursuant to the terms of this Agreement and in accordance with the provisions of the Securities Act Act, the number of all or part of their Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar or successor short-form registration (“Short-Form Registrations”) (any such written notice delivered by the Sponsor Investor Shareholder or CPPIB, a “Demand Notice” and may request that 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 shelf registration statementRegistration Statement in connection with an underwritten Public Offering became effective, andby delivering, if directly or indirectly, a Demand Notice to the Company is a well-known seasoned issuer (as defined Corporation, to require the Corporation to register pursuant to the terms of this Agreement and in Rule 405 under accordance with the provisions of the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate 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 proposed method of distributionSecurities Act, then such demand right shall be exercised in accordance with Section 4(c). The CompanySponsor Investor Shareholder and CPPIB may, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such in connection with any Demand Registration Request (1) requested by such holder that is a Short Form Registration, require the Corporation to each of file such Registration Statement with the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior SEC in accordance with and pursuant to the filing of the requested registration statement Rule 415 under the Securities Act including, if the Corporation is then eligible, as an automatic shelf registration. Following receipt of a Demand Notice for a Demand Registration delivered in accordance with this Section 3(a), the Corporation shall use its reasonable best efforts to file a Registration Statement as promptly as practicable and (2) shall use its reasonable best efforts to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement cause such Registration Statement to be declared effective under the Securities Act (or, in the case of a request for as promptly as practicable after the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsthereof.”

Requests for Registration. The Stockholders contemplate the initial public offering of the equity securities of the Company or a Subsidiary of the Company. Subject to the limitations contained in Sections 1(c1(b) and 1(d(c), at any time and from time to time after six (6) months after time, the closing holders of a majority of the IPOTPG Group Registrable Securities, either ▇.▇. Cosmestics, Corp. and its Permitted Transferees (the Majority Onex Shareholders “JAC Group”), who in the aggregate are the holders of a majority of the Other Registrable Securities held by the JAC Group (the “JAC Group Registrable Securities”), or the Majority Common Shareholders holders of a majority of the Other Registrable Securities held by the Amin Group (the parties giving such notice are the “Demanding ShareholdersAmin Group Registrable Securities”) ), as applicable, may by written notice to the Company request registration under the Securities Act of all or part of their respective Registrable Securities on Form S-1 or any similar long-form registration (“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 (“Short-Form Registrations”); provided that neither the JAC Group nor the Amin Group shall be entitled to make any such request unless the JAC Group or the Amin Group, as applicable, respectively holds at least five percent (5%) and may request that of the Registrable Securities outstanding at the time of such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (request. All registrations requested pursuant to this Section 1(a) are referred to herein as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Demand Registrations.” Each request for a registration under this Section 1(b) Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the proposed method anticipated per share price range for such offering. Within five (5) days after receipt of distribution. The Companyany such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to Section 1(f1(d), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall will include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of all Registrable Securities intended with respect to be disposed of by which the Company has received written requests for inclusion therein from such holder) Persons within five (5) days following after the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsthe Company’s notice.”

Requests for Registration. Subject to Sections 1(c) and 1(d), at At any time and from time to time after six (6) months after time, the closing of the IPOInvestors or an Investor may, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company in each case, request registration under the Securities Act of all or part 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 (“Short-Form Registrations”) and if available (any such requested registration, a “Demand Registration”). The Majority Participating Investors may request that such registration any Demand Registration be on made pursuant to Rule 415 under the Securities Act (a shelf registration statement, and, “Shelf Registration”) and (if the Company is a well-known seasoned issuer WKSI at the time any such request is submitted to the Company or will become one by the time of the filing of such Shelf Registration with the SEC) that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act, a ) (an “WKSIAutomatic Shelf Registration Statement”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall Demand Registration must specify the approximate number or dollar value of Registrable Securities requested to be registered by the requesting Holders and (if known) the proposed intended method of distributiondistribution (which may include underwritten offerings). The Company, subject Subject to Section 1(f11(e), the General Atlantic Holders and their Permitted Assignees will be entitled to request an unlimited number of Demand Registrations and EWC Holdings will be entitled to request two Demand Registrations (which shall give written notice (be reduced by each Shelf Offering Notice submitted by EWC Holdings), provided that the “Demand Exercise Notice”) aggregate anticipated offering price, net of any underwriting discounts or commissions, of each such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) offering is at least five (5) Business Days prior $50,000,000; provided, further, that EWC Holdings will only be entitled to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a one request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration or submission of a Shelf Offering Notice (xbut not both) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of in any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrations12-month period.”

Requests for Registration. Subject to Sections 1(c) and 1(dthe following paragraphs of this Section 4(a), at any time and from time following the Initial Public Offering (but not including the Initial Public Offering), each Stockholder shall have the right, by delivering or causing to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by be delivered a written notice to the Company request registration 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 by such Stockholder of all or part a number of their Registrable Securities specified by such Stockholder, in each case on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar or successor short-form registration (“Short-Form Registrations”) (any such written notice, a “Demand Notice” and may any such registration, a “Demand Registration”); provided, however, that the Corporation shall only be required to effect a Demand Registration pursuant to this Section 4(a) if such Demand Registration (including any Registrable Securities included in such Demand Registration pursuant to the immediately succeeding paragraph) 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 Corporation shall not be obligated to file a Registration Statement relating to any registration request that under this Section 4(a) if it would become effective within a period of one hundred eighty (180) days after the effective date of the Registration Statement for the Initial Public Offering or if it would become effective within a period of sixty (60) days after the effective date of any other Registration Statement relating to any registration request under this Section 4(a) or within a period of sixty (60) days after the pricing of any Underwritten Shelf Take-Down relating to a request under Section 3(d). 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 a Registration Statement as promptly as practicable, but in any event no later than forty-five (45) days after the date of the related Demand Notice, and shall use its reasonable best efforts to cause such registration Registration Statement to be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 declared effective under the Securities Act, a “WKSI”Act as promptly as practicable after the filing thereof (subject to the second proviso in the immediately preceding sentence), an automatic shelf registration statementbut in no event later than ninety (90) days after the date of the related Demand Notice. Each request for Promptly (and, in any event, within five (5) days) after receipt by the Corporation of a registration under Demand Notice in accordance with this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the proposed method of distribution. The Company, subject to Section 1(f4(a), the Corporation shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) Notice to each of the all other holders of record of Registrable Securities and shall, subject to the provisions of Section 4(b), include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within ten (other than individuals10) days after such Notice is given by the Corporation to such holders. All requests made pursuant to this Section 4 will specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. 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 five one hundred eighty (5180) Business Days prior days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the filing of period the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after refrains from selling any securities included in such Registration Statement at the filing request of the requested registration statement under Corporation or an underwriter of the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior Corporation pursuant to the filing provisions of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand RegistrationsAgreement.”

Requests for Registration. Subject to Sections 1(c) Each of the Majority NAVER Holders and 1(d)the Majority LY Holders, at any time and from time to time after six (6) months after the closing of the IPOtime, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request registration under the Securities Act of all or part 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 (“Short-Form Registrations”) ), if available (any such requested registration, a “Demand Registration”). Each of the Majority NAVER Holders and the Majority LY Holders may request that such registration any Demand Registration be on made pursuant to Rule 415 under the Securities Act (a shelf registration statement, and, “Shelf Registration”) and (if the Company is a well-known seasoned issuer WKSI at the time any such request is submitted to the Company or 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 405 under the Securities Act, a ) (an “WKSIAutomatic Shelf Registration Statement”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall Demand Registration must specify the approximate number or dollar value of Registrable Securities requested to be registered by the requesting Holders and (if known) the proposed intended method of distribution. The CompanyMajority NAVER Holders will be entitled to request not more than four (4) 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 registration is consummated. The Company will, as expeditiously as possible, but subject to Section 1(f1(e), shall give written notice (the “Demand Exercise Notice”) of use its best efforts to consummate such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand RegistrationsRegistration.”

Requests for Registration. Subject to Sections 1(c) and 1(d)the provisions of this Article V, at any time and from time to time after six (6) months after the closing holders of a majority of Vestar Securities that constitute Registrable Securities shall have the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders right (the parties giving such notice are the “Demanding ShareholdersVestar Demand Right”) may by written notice to the Company request registration under the Securities Act of all or part any portion of their the Registrable Securities held by such Securityholders (in each case, referred to herein as the “Requesting Holders”) on Form S-1 or any similar long-form registration (“Long-Form RegistrationsDemand Registration”) or, if available, or on Form S-3 or any similar short-form registration (“Short-Form RegistrationsDemand Registration”), if such registration is available to the Company, by delivering a written notice to the principal business office of the Company, which notice identifies the Requesting Holders and specifies the number of Registrable Securities to be included in such registration (the “Registration Request”). Subject to the restrictions set forth in Section 5.1(d), the Company will give prompt written notice of such Registration Request (the “Registration Notice”) to all other holders of Registrable Securities and may request that such will thereupon use its best efforts to effect the registration be on (a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 “Demand Registration”) under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(bAct on any form available to the Company of: (i) shall specify the approximate number of Registrable Securities requested to be registered and by the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice Requesting Holders; (the “Demand Exercise Notice”ii) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (all other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders same type and (y) class which the Registrable Securities of any other holder of Registrable Securities which shall have made 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 inclusion its own account; and (iii) any securities of the Company proposed to be included in such registration (which request shall specify by the maximum number holders of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested registration rights granted other than pursuant to this Agreement (“Other Registration Rights”), provided that the Company has complied with Section 1(a5.1(f) and this Section 1(b) are referred to herein as “Demand Registrationshereof.”

Requests for Registration. Subject to Sections 1(c1(b) and 1(dthrough (g), at any time and from time to time after six (6) months after time, the closing holders of a majority of the IPORegistrable Securities may request registration, either the Majority Onex Shareholders whether underwritten or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request registration not, under the Securities Act of all or part any portion of their respective Registrable Securities (i) on Form S-1 or any similar long-form registration statement (the “Long-Long Form Registrations”), (ii) or, if available, on Form S-2 or S-3 or any similar short-form registration statement (the “Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and), if the Company is a well-known seasoned issuer available, or (as defined in iii) on any applicable “short form” pursuant to Rule 405 415 under the Securities Act, a if available (“WKSI415 Registrations”), an automatic shelf registration statement. All registrations requested as described in this Section 1 are referred to herein as “Demand Registrations.” Each such request for a registration under this Section 1(bDemand Registration (a “Demand Notice”) shall 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 proposed method of distributionDemand Registration will be underwritten. The CompanyEach request for a Demand Registration and, subject to the provisions of Section 1(f)7, shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall Demand Registration also will specify the maximum number manner and disposition of the shares of Registrable Securities intended to be disposed of by such holder) within five included therein. Within ten (510) days following the after receipt of any such Demand Exercise Notice. All registrations requested pursuant , the Company will give written notice of such request for registration to all other holders of Registrable Securities and, subject to Section 1(a1(e), will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) and this Section 1(b) are referred to herein as “Demand Registrationsdays after the receipt of the Company’s notice.”

Requests for Registration. Subject to Sections 1(c) the terms and 1(d)conditions of this Agreement, at any time and from time to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) each Holder may by written notice to the Company request registration under the Securities Act of all or part any portion of their Registrable Securities on Form S-1 or any similar long-form registration (“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 (“Short-Form Registrations”) and if available. All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.” The Holder making a Demand Registration may request that such the registration be on made pursuant to Rule 415 under the Securities Act (a shelf registration statement, “Shelf Registration”) and, if the Company is a well-known seasoned issuer 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 under the Securities Act, a ) (an “WKSIAutomatic Shelf Registration Statement”). Except to the extent that Section 2(c) applies, an automatic shelf registration statement. Each promptly upon receipt of a request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the proposed method of distribution. The Company, subject to Section 1(fDemand Registration (but in no event more than five Business Days thereafter), the Company shall give written notice (of the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (all other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement)Holders. Notwithstanding the foregoing, other than delivery to each Holder of the written notice in accordance with this Section 2(a), the Company may delay giving shall not be required to take any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they action that would have had otherwise be required under this Section 2 if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(gaction would violate Section 4(a) and 1(h), shall include hereof or any similar provision contained in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of underwriting agreement entered into in connection with any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsunderwritten Public Offering.”

Requests for Registration. Subject to Sections 1(c) and 1(dthe following paragraphs of this Section 3(b), at any time and from time following the Closing, one or more Shareholders shall have the right, by delivering or causing to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by be delivered a written notice to the Company request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) orCompany, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if to require the Company is a well-known seasoned issuer (as defined to register pursuant to the terms of this Agreement, under and in Rule 405 under accordance with the provisions of the Securities Act, a “WKSI”)the offer, an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify sale and distribution of the approximate number of Registrable Securities requested to be so registered and pursuant to the proposed method terms of distribution. The Companythis Agreement on Form S-3 (which, subject to Section 1(f)unless all Shareholders delivering such notice request otherwise, shall give written notice be (the “Demand Exercise Notice”A) filed pursuant to Rule 415 of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (B) if the Company is a Well-Known Seasoned Issuer at the time of filing such Registration Statement with the SEC, designated by the Company as an Automatic Shelf Registration Statement), if the Company is then eligible for such short-form, or any similar or successor short-form registration (each, a “Short-Form Registration”) or, if the Company is not then eligible for such short form registration, on Form S-1 or any similar or successor long-form registration (each, a “Long-Form Registration”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), as soon as reasonably practicable after delivery of such Demand Notice, but, in any event, the Company shall be required to make the initial filing of the Registration Statement within sixty (60) days following receipt of such Demand Notice in the case of a Short-Form Registration or within ninety (90) days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, however, that, unless a Shareholder requests to have registered all of its Registrable Securities, a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $150,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(b), the Company shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act as promptly as practicable after the filing thereof (if such Registration Statement is not an Automatic Shelf Registration Statement). (i) No Demand Registration shall be deemed to have occurred for purposes of this Section 3(b) or Section 4(c), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(f) or 4(c), if (A) the Registration Statement relating thereto (and covering not less than all Registrable Securities specified in the applicable Demand Notice for sale in accordance with the intended method or methods of distribution specified in such Demand Notice) (1) does not become effective, or (2) is not maintained as effective for the period required pursuant to each holder this Section 3, (B) 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, or (C) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied other than as a result of the Shareholders’ actions. (ii) Each Demand Notice made pursuant to this Section 3(b) must: (A) state that it is a notice to initiate a Demand Registration under this Agreement; (B) identify the Shareholders effecting the request; and (C) specify the number of Registrable Securities that is an individualof each such Shareholder to be registered and the intended method(s) of disposition thereof. (iii) Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Demand Registration, no more than the Company shall maintain the continuous effectiveness of the Registration Statement with respect to such Demand Registration until the earliest to occur of (x) the date on which such securities cease to be Registrable Securities, (y) the date on which such Registrable Securities have actually been sold and (z) one hundred eighty (180) days after the effective date of such Registration Statement. (iv) Within five (5) Business Days after receipt by the filing of the requested registration statement under the Securities Act (or, in the case Company of a request for Demand Notice pursuant to this Section 3(b) (the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement“Triggering Demand Notice”). Notwithstanding the foregoing, the Company may delay giving shall deliver a written notice of any such Demand Exercise Notice to any all other holders of record of Registrable Securities (other than Securities, and the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The CompanyCompany shall, subject to Sections 1(fthe provisions of Section 3(c), 1(g) and 1(h), shall include in such Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein meeting all of the requirements of a Demand Registration Notice under this Agreement (x) the Registrable Securities whether or not any of the Demanding other Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall demanding such inclusion have made a written request to the Company for inclusion in exercised such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holderShareholders’ conversion rights) within five (5) days following after the receipt date that such notice from the Company has been delivered; provided that (A) all of such other Shareholders must agree to the plan of distribution proposed by the Shareholders who delivered the Triggering Demand Notice and (B) in connection with any underwritten registration, such holders must agree to abide and be bound by the underwriting agreement approved by the Company and the Shareholders who delivered the Triggering Demand Exercise NoticeNotice as if they were such Shareholders. All registrations requested requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered and the intended method of distribution of such securities. (v) For the avoidance of doubt, an underwritten registration pursuant to a Demand Registration may be made pursuant to an effective shelf Registration Statement filed pursuant to Section 1(a3(a) and this Section 1(b) are referred to herein as “Demand Registrationshereof.”

Requests for Registration. Subject to Sections 1(c) and 1(d), at At any time and from time to time after six (6) months the 180th day after the closing of the IPOInitial Public Offering, either the Majority Onex Shareholders or holders of a majority of the Majority Common Shareholders Registrable Securities (other than the parties giving such notice are the “Demanding Shareholders”Leeway Registrable Securities) may by written notice to the Company request registration (i) two registrations under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“a "Long-Form Registration") in which the Company will pay all Registration Expenses (as defined in paragraph 5 below) ("Company-paid Long-Form Registrations”") or, if available, on Form S-3 or any similar short-form registration and (“Shortii) an unlimited number of Long-Form Registrations”) and may request that Registrations in which the holders of Registrable Securities included in such registration be on a shelf registration statement, and, if shall pay their share of the Company is a well-known seasoned issuer Registration Expenses (as defined in Rule 405 under paragraph 5 below). At any time after the 180th day after the closing of the Initial Public Offering, the holders of a majority of the Leeway Registrable Securities Act, a “WKSI”may request (i) one Company-paid Long-Form Registration and (ii) an unlimited number of Long-Form Registrations in which the holders of Registrable Securities included in such registration shall pay their share of the Registration Expenses (as defined in paragraph 5 below), an automatic shelf registration statement. All registrations requested pursuant to this paragraph 1(a) and paragraph 1(c) are referred to herein as "Demand Registrations". Each request for a registration under this Section 1(b) Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the proposed method anticipated per share price range for such offering. Within ten days after receipt of distribution. The Companyany such request, subject to Section 1(f), the Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) requested registration to each of the all other holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the such registration all Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities with respect to which shall have made a written request to the Company has received written requests for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) therein within five (5) 15 days following after the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsthe Company's notice.”

Requests for Registration. Subject to Sections 1(c) the other terms and 1(d)conditions of this paragraph 1, at any time and from time to time after six (6) months after the closing date that is 180 days after the Company has completed an Initial Public Offering (as defined in paragraph 3(a)) the holders of a majority of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) Registrable Securities may by written notice to the Company at any time request registration under the Securities Act of all or part any portion of their Registrable Securities on Form S-1 or any similar long-form registration (“"Long-Form Registrations”) or"), if available, and the holders of a majority of the Registrable Securities may at any time request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-2 or S-3 or any similar short-form registration (“"Short-Form Registrations”") if available. In addition, subject to the other terms and conditions of this paragraph 1, at any time after the earlier of (X) 90 days after the date that a Short-Form Registration has been completed at the request of the holders of a majority of the Registrable Securities and (Y) six months after the Company becomes eligible to use short form registrations, the holders of a majority of the PFDC Registrable Securities may request that such registration be on a shelf registration statement, andone Short-Form Registration, if the Company is a well-known seasoned issuer (available. All registrations requested pursuant to this paragraph 1(a) are referred to herein as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement"Demand Registrations". Each request for a registration under this Section 1(b) 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 proposed intended method of distribution. The CompanyWithin ten days after receipt of any such request, subject to Section 1(f), the Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) requested registration to each of the all other holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Companyand, subject to Sections 1(f), 1(gthe terms of paragraph (d) and 1(h)hereof, shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of 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 intended with respect to be disposed of by such holder) which the Company has received written requests for inclusion therein within five (5) 15 days following after the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsthe Company's notice.”

Requests for Registration. Subject to Sections 1(c(i) and 1(d), at At any time after January 1, 2013 and from time prior to time after six (6) months after the closing an Initial Public Offering, a Holder or Holders of Registrable Securities holding Common Stock of the IPO, either Company aggregating at least 25% of the Majority Onex Shareholders or the Majority outstanding Common Shareholders Stock (the parties giving such notice are the “Demanding ShareholdersIPO Requesting Holders”) may by written notice to the Company request registration under the Securities Act of all or part any portion of their the Registrable Securities held by such IPO Requesting Holders on Form S-1 or any similar long-form registration (the “IPO Demand Registration”); provided that in the case of the IPO Demand Registration such Holder (or Holders) will be entitled to make such demand only if the total offering price of the Registrable Securities to be sold in such offering (including piggyback shares and before deduction of underwriting discounts) is reasonably expected to exceed, in the aggregate, $150 million; provided, further, that the Registration Statement effecting such IPO Demand Registration shall not be required to become effective until April 1, 2013. The IPO Requesting Holders may request that the IPO Demand Registration be an underwritten offering. (ii) At any time after the Initial Public Offering, any Demand Holders or Second Demand Holder (in such capacity, the “Requesting Holder”) may request 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 RegistrationsRegistration”) or, if available, with respect to up to one Long-Form Registration per annum (provided that any Second Demand Holder may request up to two Long-Form Registrations per annum) and an unlimited number of registrations under the Securities Act of all or any portion of the Registrable Securities held by such Requesting Holder on Form S-3 or any similar short-form registration (a “Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSIRegistration”), an automatic shelf registration statement. Each request for a if available (any registration under this Section 1(b) 2(a), a “Demand Registration”). At the request of any Requesting Holder, any offering conducted under a Long-Form Registration or a Short-Form Registration shall specify be an underwritten offering, but only if the approximate number total offering price of the Registrable Securities requested to be registered sold in such offering (including piggyback shares and the proposed method before deduction of distribution. The Company, subject underwriting discounts) is reasonably expected to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (orexceed, in the case of a request for the filing of an automatic shelf registration statementaggregate, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrations$100 million.”

Requests for Registration. Subject to Sections 1(c) and 1(dthe following paragraphs of this Section 3(a), at any time and from time to time after six (6i) months after the closing each of the IPOInvestor Stockholders shall have the right, either the Majority Onex Shareholders by delivering or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by causing to be delivered a written notice to the Company request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) orCompany, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if to require the Company is a well-known seasoned issuer (as defined to register, pursuant to the terms of this Agreement, under and in Rule 405 under accordance with the provisions of the Securities Act, the sale of a “WKSI”)number of shares of Common Stock specified by the Investor Stockholders to be so issued and sold in the Initial Public Offering and (ii) following the Initial Public Offering, an automatic shelf registration statement. Each request for each of the Investor Stockholders shall have the right, by delivering, directly or indirectly, a registration written notice to the Company, to require the Company to register pursuant to the terms of this Agreement, under this Section 1(b) shall specify and in accordance with the approximate provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (any such written notice pursuant to clause (i) or (ii), a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that, in each case, a Demand Notice may only be made if the proposed method Registrable Securities requested to be registered by such Investor Stockholder, which Registrable Securities may include any Registrable Securities held by a Stockholder that has agreed with such Investor Stockholder to include its Registrable Securities in the Demand Notice served by the Investor Stockholder, is reasonably expected to result in aggregate gross cash proceeds in excess of distribution$50,000,000 (without regard to any underwriting discount or commission). The CompanyFollowing receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall 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 declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 3, 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 requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. Within 10 days after receipt by the Company of a Demand Notice in accordance with this Section 1(f3(a), the Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request Notice to all other Stockholders directly or indirectly holding Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, offer to such Stockholders the opportunity to include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after such Notice is given by the Company to such holders. Notwithstanding anything to the contrary in this Agreement, unless otherwise consented to by the Investor Stockholders, in connection with a Demand Notice for an Initial Public Offering, the Company shall only be required to deliver any Notice or Piggyback Notice and include Registrable Securities of such other holders in such registration as provided in clause (1i) to each of the holders second paragraph of record Section 4(a). All requests made pursuant to this Section 3 will specify the number of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (orbe registered and/or, in the case of an Initial Public Offering, the number of shares of Common Stock to be issued, 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 request period of at least 180 days (two years for the filing of an automatic a shelf registration statement) after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, at least five (5) Business Days prior however, that such period shall be extended for a period of time equal to the filing of such registration statement). Notwithstanding period the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company pursuant to the Company for inclusion in such registration (which request shall specify the maximum number provisions of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand RegistrationsAgreement.”

Requests for Registration. Subject At any time after the one year anniversary date of the date on which the Company registered and sold any of its common equity securities pursuant to Sections 1(ca registration statement filed and declared effective under the Securities Act (an "Initial Public Offering"), subject to 9(b) and 1(d), at any time and from time to time after six 9(c) below: (6i) months after the closing holders of a majority of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) Continuing Registrable Securities may by written notice to the Company request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and a "Continuing Demand Registration"). The holders of a majority of the Continuing Registrable Securities may request that such registration one Continuing Demand Registration; and (ii) the holders of a majority of the DLJ Registrable Securities will be on entitled to request a shelf registration statement, and, if the Company is a well-known seasoned issuer unlimited number of Demand Registrations (as defined in Rule 405 under the Securities Acteach, a “WKSI”"DLJ Demand Registration," and together with the "Continuing Demand Registration," a "Demand Registration"), an automatic shelf registration statement. Each A request for a registration under Demand Registration pursuant to this Section 1(b9(a) shall specify the approximate number of Registrable Securities requested to be registered registered, the anticipated per share price range for such offering and the proposed intended method of distributiondistribution thereof. The CompanyWithin ten days after receipt of any such request, subject to Section 1(f), shall the Company will give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) requested registration to each of the all other holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior and will include in such registration all Registrable Securities with respect to which the filing Company has received written requests for inclusion therein within 15 days after the receipt of the requested registration statement under the Securities Act and (2Company's notice. A Demand Registration pursuant to this Section 9(a) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement will not count as a Demand Registration until it has become effective under the Securities Act (or, in unless such Demand Registration has not become effective due to the case fault of the holders requesting such registration) and has remained effective for a request for the filing period of an automatic shelf registration statement, at least five 90 days (5) Business Days prior to the filing of or such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of shorter time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) which the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request requested to the Company for inclusion be included in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) are registered and this Section 1(b) are referred to herein as “Demand Registrationssold).”

Requests for Registration. Subject to Sections 1(b) and 1(c) below, (i) at any time, the holders of at least a majority of the Class B Registrable Securities, or if no Class B Registrable Securities are then outstanding, the holders of a majority of the Registrable Securities and 1(d(ii) after the sixth anniversary of the date hereof and until the ninth anniversary of the date hereof, if the Company has not consummated a Public Offering, the holders of at least a majority of the Class D Registrable Securities (in each case, the "Demand Registrable Securities"), at any time and from time to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“"Long-Form Registrations”") or, if available, on Form S-2 or S-3 or any similar short-form registration (“"Short-Form Registrations”"). Notwithstanding the foregoing, if in connection with a registration pursuant to clause (ii) above, an investment banking firm of national reputation mutually agreeable to the Company and the holders of a majority of the Class D Registrable Securities advises the Company that in their opinion the sale of Registrable Securities at such time is not in the best interest of the Company, then such registration shall be delayed until such investment banking firm (which shall review such opinion on a quarterly basis) no longer advises the Company that such offering is not in the best interest of the Company. In addition to the demand registration right under clause (ii) above, at any time after the consummation of a Public Offering, the holders of a majority of the Class D Registrable Securities may request that such registration be on a shelf registration statement, andan unlimited number of Long-Form Registrations or, if available, Short-Form Registrations of all or part of their Registrable Securities until such holders cease to hold at least 10% of the Company is a well-known seasoned issuer number of Class D Registrable Securities held by such holders as of the date hereof (as defined in Rule 405 under the Securities Act, a “WKSI”"Class D Demand Registrations"), an automatic shelf registration statement. Each request for a registration under this Section 1(b) Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the proposed method anticipated per share price range for such offering. Within ten days after receipt of distribution. The Companyany such request, the Company will give written notice of such requested registration to all other holders of Registrable Securities and, subject to Section 1(f)1(d) below, shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall will include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of all Registrable Securities intended with respect to be disposed of by such holder) which the Company has received written requests for inclusion therein within five (5) 15 days following after the receipt of any such Demand Exercise Noticethe Company's notice. All registrations requested pursuant to this Section 1(a) and this Section 1(b) are referred to herein as “"Demand Registrations.”"

Requests for Registration. Subject to Sections 1(c) 1.2 and 1(d)1.3 hereof, at any time and from time to time after six (6) months after the closing of the IPOInitial Investors may request, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request in writing, registration under the Securities Act of all or part of their Registrable Securities. Within 15 days after receipt of any such request, the Company will give notice of such request to all other Investors and to other persons holding piggyback registration rights entitling them to have securities of the Company included within such registration ("Other Holders"). Thereafter, the Company will use all reasonable efforts to effect the registration under the Securities Act (i) on Form S-1 S1 or any similar long-form registration statement (“a "Long-Form Registrations”Registration") or, if available, or (ii) on Form S-3 S3 or any similar short-form registration statement (“a "Short-Form Registrations”Registration") and may request that such registration be on a shelf registration statement, and, if the Company is qualifies to effect a wellShort-known seasoned issuer Form Registration, and will include in such registration all Registrable Securities and securities of the Company held by the Other Holders with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's notice, subject to the provisions of Section 1.4. All registrations initiated by an Investor pursuant to this Section 1.1 are referred to herein as "Demand Registrations". The Company shall not be required to effect any underwritten Demand Registration requested by an Initial Investor if either (as defined a) within the 12 months preceding the receipt by the Company of such request, the Company has filed and has had declared effective by the Commission a Registration Statement with respect to an underwritten offering under this Section 1.1 or has filed and has had declared effective by the Commission another Registration Statement with respect to an underwritten offering to which the Piggyback Registration rights set forth in Rule 405 Article II hereof apply and such Initial Investor had an opportunity to include all the shares requested to be included in such Registration Statements; and provided further that the Company shall not be required to effect any Demand Registration requested by an Initial Investor if such Investor may sell all of the Registrable Securities requested to be included in such Demand Registration without registration under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior pursuant to the filing of the requested registration statement exemption provided by (i) Rule 144(k) under the Securities Act and Act, as such rule may be amended from time to time, or (2ii) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after any similar rule or regulation hereafter adopted by the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing Commission. The rights of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested Initial Investor pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrations1.1 shall be assignable in accordance with the provisions of Section 9.9.”

Requests for Registration. Subject to Sections 1(c1.2(b) and 1(d)1.2(e) below, the Purchasers holding at least 33% of the Registrable Securities (the "Initiating Holders") may at any time and from time to time after six (6) months after the closing completion of the IPOEffective Period, either or if the Majority Onex Shareholders or the Majority Common Shareholders Required Registration Statement has not been effective for more than ninety (the parties giving such notice are the “Demanding Shareholders”90) may by written notice to the Company days immediately preceding any request under this Section 1.2(a), request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 S-1, Form S-2 or any similar long-form registration (“Long-Form Registrations”) successor for▇ ▇▇ ▇▇▇▇▇▇▇ation, or, if available, on Form S-3 or any similar short-successor form registration of registration; provided that the Initiating Holders (“Short-Form Registrations”together with all other holders of Registrable Securities to be included in such registration) and may request that propose to sell Registrable Securities to the public of the greater of (i) an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of at least $1,000,000, or (ii) at least 25% of the then outstanding Registrable Securities or, if less than (i) or (ii), then (iii) the remaining Registrable Securities. Each such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and if the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that offering is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five an underwritten offering. Within ten (510) days following the after receipt of any such Demand Exercise Noticerequest, the Company will give written notice of such requested registration to all other holders of Registrable Securities and, subject to the provisions hereof, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the holder's receipt of the Company's notice. All registrations A registration requested pursuant to Section 1(a) and this Section 1(b1.2(a) are referred to herein as “a "Demand RegistrationsRegistration.”"

Requests for Registration. Subject to Sections 1(c) and 1(d)If the Company becomes a publicly listed company in the United States, the following shall apply at any time and from time to time after six (6) months after the closing of the IPOCompany's Qualified Public Offering: 2.1 Subject to Section 2.2., either if the Majority Onex Shareholders Company receives a written request from (i) Holders of at least 51% of the Registrable Securities then held by Holders or (ii) in the Majority Common Shareholders case of a request made after a registration requested pursuant to this paragraph has been effected hereunder, Holders of at least 25% of the Registrable Securities then held by Holders, that the Company file a registration statement under the Securities Act covering the registration of at least 20% of the Registrable Securities then outstanding to be distributed pursuant to an underwriting and having a reasonably anticipated aggregate offering price, net of underwriting discounts and commissions, greater than US$10,000,000 (based on the parties giving then current market price), then upon receipt of such notice are request the “Demanding Shareholders”Company shall, within ten (10) may by days of the receipt thereof, give written notice of such request to all Holders, and shall use its best efforts to effect as soon as practicable, and in any event within 90 days of the Company receipt of such request will file the registration under the Securities Act of all or part of their Registrable Securities which the Holders request to be registered within twenty (20) days of the mailing of such notice by the Company. The Company shall keep each Registration Statement completed pursuant to this paragraph effective for ninety (90) days plus any period for which sales are deferred pursuant to Section 2.6 below. 2.2 Upon the written request by (i) Holders of at least 51% of the Registrable Securities then held by Holders or (ii) in the case of a request made after a registration requested pursuant to Section 2.1 has been effected hereunder, Holders of at least 25% of the Registrable Securities then held by Holders, that the Company file a registration statement on Form S-1 or any similar long-form registration (“Long-S-3, Form Registrations”) or, if available, on Form S-3 F-3 or any similar short-form registration statement available to the Company under the Securities Act covering the registration of Registrable Securities with a reasonably anticipated aggregate offering price, net of underwriting discounts and commissions, greater than US$2,500,000 (“Short-Form Registrations”based on the then current market price), then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and shall use its best efforts to effect as soon as practicable, and in any event within 90 days of the receipt of such request will file, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered within twenty (20) days of the mailing of such notice by the Company. The Company shall keep each registration statement completed pursuant to this paragraph effective for ninety (90) days plus any period for which sales are deferred pursuant to Section 2.7 below. 2.3 If the Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1 or 2.2, as the case may be, and the Company shall include such information in its written notice referred to in Section 2.1 or 2.2. The right of any Holder to include its Registrable Securities in such registration pursuant to Section 2.1 or 2.2, as the case may be, shall be conditioned upon such other Holder's participation in such underwriting on the terms set forth herein. 2.4 If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1 or 2.2 or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Holders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter. Notwithstanding any other provision of this Section, if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company (other than Registrable Securities held by Holders) and may request that the securities held by Other Holders (other than Registrable Securities held by Holders) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Holders of Registrable Securities requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Securities held by them at the time of the request for registration. If any Holder of Registrable Securities, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. 2.5 The Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1 or 2.2, subject to the reasonable approval of the Company. 2.6 The Company is obligated to effect only two (2) registrations pursuant to Section 2.1 and only six (6) registrations pursuant to Section 2.2, provided, however, that the Company is not obligated to effect a registration statement pursuant to Section 2.2 more than once in any six month period. A Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Holders after the date on a shelf which such registration statement, andwas requested) and elect to pay the registration expenses therefor pursuant to Section 6). 2.7 Notwithstanding the foregoing, if the Company is a well-known seasoned issuer (as defined in Rule 405 under shall furnish to the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to Holders requesting the filing of the requested a registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrations.”2 a certificate

Requests for Registration. Subject to Sections 1(c) and 1(d), at At any time and from time to time after six (6) months after one or more holders of Registrable Securities will have the closing of the IPOright, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice delivered to the Company request registration under (a "Demand Notice"), to require the Securities Act of all or part of their Company to register ( a "Demand Registration") Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) under and may request that such registration be on a shelf registration statement, and, if in accordance with the Company is a well-known seasoned issuer (as defined in Rule 405 under provisions of the Securities Act; PROVIDED, HOWEVER, that (i) the Company shall have no obligation to file a “WKSI”)Registration Statement on account of any Demand Registration prior to the first anniversary of the effectiveness of the Company's registration statement under the Exchange Act with respect to the Common Stock, (ii) the Company shall have no obligation to effect more than six Demand Registrations hereunder with respect to underwritten offerings (each, an automatic shelf registration statement. Each request "Underwritten Demand Registration") and shall be obligated to effect the sixth Underwritten Demand Registration hereunder only if it registers for sale at least all remaining Registrable Securities of Crow, (iii) no such Underwritten Demand Registration with respect to an underwritten offering may be required unless the total amount of Registrable Securities to be included in such Demand Registration has a registration under this Section 1(bmarket value of least $25,000,000 (calculated based on the closing sale price of such securities on the principal securities exchange on which such securities are listed on the business day immediately preceding the date of the Demand Notice) as of the time a Demand Notice is given, (iv) the Company shall specify the approximate not be obligated to register for sale pursuant to any Demand Registration that is not an Underwritten Demand Registration (a "Shelf Demand Registration") a number of Registrable Securities requested to be registered and that exceeds the proposed method product of distribution. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”A) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrations.”multiplied by

Requests for Registration. Subject to Sections 1(cSection 2(b) and 1(d)below, (i) at any time and from time to time after six (6) months after time, the closing holders of a majority of the IPOInvestor Registrable Securities may request registration, either the Majority Onex Shareholders whether underwritten or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request registration otherwise, under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“"Long-Form Registrations”") or, if available, or on Form S-2 or S-3 or any similar short-form registration (“"Short-Form Registrations”") and if available. In addition, subject to Section 2(g) below, the holders of a majority of the Investor Registrable Securities may request that such registration be on a shelf registration statement, and, if the Company is file with the SEC a well-known seasoned issuer (as defined in Rule 405 registration statement under the Securities Act, Act on any applicable form pursuant to Rule 415 under the Securities Act (a “WKSI”"415 Registration"), and (ii) from time to time prior to November 14, 2009, in the event that the Company shall fail for any reason (including, without limitation, the unavailability of financing or the failure to obtain any necessary approval) to purchase any PMI Registrable Securities following the receipt of a validly delivered Put Notice pursuant to the terms and conditions of the Warrant Agreements, on or after the ninetieth (90th) day following the date of the Put Notice, so long as such Put Notice has not been revoked, the holders of a majority of the PMI Registrable Securities may request a Long-Form Registration, whether underwritten or otherwise, of all or any part of the PMI Registrable Securities; provided, that the registration rights set forth in this clause (ii) shall terminate upon the termination of the Put Option pursuant to the terms of the Warrant Agreements. In connection with a Demand Registration described in the foregoing clause 2(a)(ii), the Company shall use its commercially reasonable efforts to cause to be included in such registration Common Interests having an automatic shelf aggregate value (based on the midpoint of the proposed offering price range specified in the registration statementstatement used to offer such securities) which will likely provide aggregate net proceeds from the offering (individually or when aggregated with any prior public offerings of the Common Interests) of not less than $30,000,000. Each request for a registration under this Section 1(b) Long-Form Registration or Short-Form Registration shall specify the approximate number of Registrable Securities requested to be registered and the proposed method of distributionanticipated per share price range for such offering. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days Within ten days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Noticerequest for a Long-Form Registration or Short-Form Registration, the Company will give written notice of such requested registration to all other holders of Registrable Securities and will include (subject to the provisions of this Agreement) in such registration, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's notice. All registrations requested pursuant to Section 1(a) and this Section 1(b2(a) are referred to herein as “"Demand Registrations".”

Requests for Registration. Subject to the provisions of Sections 1(b) and 1(c) below, (i) at any time and 1(dfrom time to time before the effective date of the first Listing (the "FIRST LISTING"), the holders of a majority of the then outstanding Registrable Securities, and (ii) at any time and from time to time after six (6) months after the closing first anniversary of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders First Listing (the parties giving such notice are "INVESTOR DEMAND PERIOD"), the “Demanding Shareholders”) Investor, may by written notice to the Company request registration registration, whether underwritten or otherwise, under the Securities Act of all or part of their the Registrable Securities held by such holders or the Investor, as the case may be, in each case on Form S-1 or any similar long-form registration statement (“Longcollectively, "LONG-Form Registrations”FORM REGISTRATIONS") or, if available, or on Form S-2 or S-3 or any similar short-form registration statement (“Short"SHORT-Form Registrations”FORM REGISTRATIONS"), if available. Notwithstanding anything to the contrary contained herein, if any holder of Registrable Securities other than the Investor (the "NON-INVESTOR HOLDERS") and may request that exercise, prior to the commencement of the Investor Demand Period, any demand registration rights granted by the Company to such holder, the Company shall include in such registration the number of Registrable Securities requested to be on a shelf registration statement, andincluded (which in the opinion of the underwriters can be sold in an orderly manner within the price range of such offering, if the Company such offering is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”an underwritten offering), an automatic shelf registration statementPRO RATA between the Investor and the Non-Investor Holders on the basis of the amount of Registrable Securities owned by each such holder. All registrations requested pursuant to this SECTION 1(A) are referred to herein as "DEMAND REGISTRATIONS". Each request for a registration under this Section 1(b) Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the proposed method anticipated per share price range for such offering. Within ten days after receipt of distribution. The Companyany such request for a Long-Form Registration or Short-Form Registration, subject to Section 1(f), the Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) requested registration to each of the all other holders of record of Registrable Securities and shall include (other than individuals) at least five (5) Business Days prior subject to the filing provisions of the requested registration statement under the Securities Act and (2this Agreement) to each holder of in such registration, all Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior with respect to the filing of such registration statement). Notwithstanding the foregoing, which the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a has received written request to the Company requests for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) therein within five (5) 15 days following after the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsthe Company's notice.”

Requests for Registration. Subject to Sections 1(c(i) and 1(d), at At any time and from time to time after six (6) months after the closing third month following the date hereof through the fourth anniversary of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders date of this Agreement (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”"DEMAND PERIOD"), Holders owning an automatic shelf registration statement. Each request for a registration under this Section 1(baggregate of at least thirty-five (35%) shall specify of the approximate aggregate number of Registrable Securities requested Shares shall have the right to be registered and request that the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested Company file a registration statement under the Securities Act covering the registration of all or any part of their Registrable Shares (each, a "DEMAND REGISTRATION"), provided, however, that unless the reasonably anticipated aggregate offering price (net of underwriting discounts and commissions) for the Registrable Shares proposed to be registered shall equal at least $5,000,000, then such request shall cover the registration of at least fifty percent (250%) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act Registrable Shares. Any request (or, in the case of a request "REGISTRATION REQUEST") for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration shall specify (x) the approximate number of shares of Registrable Securities of the Demanding Shareholders and Shares requested to be registered, (y) the Registrable Securities intended method of distribution of such shares, and (z) any Lock-up Conditions to be imposed pursuant to Section 8 hereof. Within ten days after the date of sending of such request, the Company will give written notice of such requested registration to all other holder Holders of Registrable Securities Shares and will include in such registration all shares of Registrable Shares which shall have made a Holders of Registrable Shares request the Company to include in such registration by written request notice given to the Company for inclusion within thirty (30) days after the date of sending of the Company's notice. (ii) The Company will be required to effect up to three (3) Demand Registrations pursuant to this Section 2(a). (iii) A registration will not count as one of the Demand Registrations effected by the Company unless (a) the Holders of Registrable Shares are able to register and, if the registration is a firm commitment public offering, sell the Registrable Shares requested to be included in such registration or (which b) the Registration Statement relating to a registration is withdrawn or abandoned at the request shall specify of the maximum Holders of a majority of the Registrable Shares covered by such Registration Statement (other than as a result of a material adverse change to the Company or following a postponement by the Company pursuant to Section 2(d) herein). (iv) The Company will not include in any Demand Registration any securities other than Registrable Shares and securities to be registered for offering and sale on behalf of the Company without the prior written consent of the Holders of a majority of the Registrable Shares included in such registration. If the managing underwriters for any such offering advise the Company in writing that in their opinion the number of Registrable Securities intended Shares and, if permitted hereunder, other securities in such offering, exceeds the number of Registrable Shares and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Shares initially requesting registration, the Company will include in such registration, prior to the inclusion of any securities which are not Registrable Shares, the number of Registrable Shares requested to be disposed included which in the opinion of by such holder) underwriters can be sold in an orderly manner within five (5) days following the receipt price range of any such Demand Exercise Notice. All registrations offering, pro rata among the respective Holders thereof on the basis of the number of Registrable Shares which each such Holder has requested pursuant the Company to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsinclude in such registration.”

Requests for Registration. (a) Subject to Sections 1(c) 1.2 and 1(d)1.7, at any time and from time to time after six (6) months after the closing date hereof, any or all of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) Required REI Stockholders may by written notice to the Company request in writing registration under the Securities Act of all or part of their Registrable Securities (i) on Form S-1 or Form S-2 or any similar or successor long-form registration statement (“any such registration, a "Long-Form Registrations”Registration") or, if available, or (ii) on Form S-3 or any similar or successor short-form registration statement (“any such registration, a "Short-Form Registrations”Registration") and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 qualifies to use such short form. Within 10 days after its 46 receipt of any such request, the Company will give written notice of such request to all other Participating Stockholders. Thereafter, the Company will use all reasonable efforts to effect the registration under the Securities ActAct on the form requested by the Requesting Investors, a “WKSI”)and to include in such registration, an automatic shelf registration statement(i) all Registrable Securities which the Requesting Investors have so requested to be included therein, and (ii) all other Registrable Securities with respect to which the Company has received written requests for inclusion therein by the Participating Stockholders within 30 days after their receipt of the Company's notice, subject in each case to the provisions of Section 1.4. Each Long-Form Registration or Short-Form Registration requested in accordance with this Section 1.1 is referred to herein as a "Demand Registration." (b) The Requesting Investors which request a Demand Registration pursuant to this Section 1.1 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 1.2 unless, after consultation with the Company and any proposed underwriter, the Requesting Investors in good faith determine that more than 25% of the amount of Registrable Securities which they have requested to be registered (before giving effect to any cutback pursuant to Section 1.4) would not be sold pursuant to such Demand Registration within a reasonable amount of time or at a price reasonably acceptable to such Requesting Investors. (c) Any request for a registration under this Demand Registration pursuant to Section 1(b) 1.1 shall specify the approximate number of Registrable Securities requested proposed to be registered sold by the Requesting Investors and the proposed intended method of distribution. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsdisposition thereof.”

Requests for Registration. Subject to Sections 1(cthe provisions of Section 2.3(q) and 1(dthis Article V, (i) subject to compliance with Section 4.5, the holders of a majority of Vestar Securities that constitute Registrable Securities shall have the right (the “Vestar Demand Right”), at any time (ii) from and from time to time after six (6) months after the closing of the IPOSeptember 26, either 2017, the Majority Onex Shareholders or Preferred Stockholders shall have the Majority Common Shareholders right (the parties giving “Preferred Demand Right”), and (iii) subject to compliance with Section 4.5, the Executive Holders holding a majority of such notice are holders’ Employee Securities that constitute Registrable Securities shall have the right (the “Demanding ShareholdersEmployee Demand Right” and, together with the Vestar Demand Right, and the Preferred Demand Right, the “Demand Registration Rights”) may by written notice ), in each case, to the Company request registration under the Securities Act of all or part any portion of their Registrable Securities by Holdings on Form S-1 or any similar long-form registration (“Long-Long- Form RegistrationsDemand Registration”) or, if available, or on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSIDemand Registration”), an automatic shelf if such registration statement. Each request for is available to Holdings, by delivering a registration under this Section 1(b) shall specify written notice to the approximate principal business office of Holdings, which notice identifies the Requesting Holders and specifies the number of Registrable Securities requested to be registered and the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice included in such registration (the “Demand Exercise Registration Request”). Subject to the restrictions set forth in Section 5.1(d), Holdings shall give prompt written notice of such Registration Request (the “Registration Notice”) of such Demand Registration Request (1) to each of the all other holders of record of Registrable Securities and will thereupon use its reasonable best efforts to effect the registration (other than individualsa “Demand Registration”) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and on any form available to Holdings of: (2i) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing Requesting Holders shall have requested to be included in such offering pursuant to exercise of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a their Demand Registration Rights; (xii) the Securities that Holdings proposes to offer and sell for its own account; (iii) all other Registrable Securities of the Demanding Shareholders same type and (y) the Registrable Securities of any other holder of Registrable Securities class which shall have made Holdings has received a written request to register within 20 days after the Company for inclusion Registration Notice is given pursuant to Section 5.2(a); and (iv) any Securities proposed to be included in such registration by holders of applicable registration rights granted other than pursuant to this Agreement (which request shall specify the maximum number “Other Registration Rights”), provided that Holdings has complied with Section 5.1(f) hereof. Holders of Registrable Securities intended requesting Demand Registration pursuant to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested this Section 5.1or Incidental Registration pursuant to Section 1(a) and this Section 1(b) 5.2 are referred to herein as “Demand RegistrationsRequesting Holders”.”

Requests for Registration. Subject to Sections 1(c1.2(b) and 1(d)1.2(e) below, the Purchasers holding at least 33% of the Registrable Securities (the "INITIATING HOLDERS") may at any time and from time to time after six (6) months after the closing completion of the IPOEffective Period, either or if the Majority Onex Shareholders or the Majority Common Shareholders Required Registration Statement has not been effective for more than ninety (the parties giving such notice are the “Demanding Shareholders”90) may by written notice to the Company days immediately preceding any request under this Section 1.2(a), request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-S-1, Form Registrations”) S-2, or, if available, on Form S-3 S-3, or any similar short-successor form registration ▇▇ ▇▇▇▇▇▇▇▇tion; provided that the Initiating Holders (“Short-Form Registrations”together with all other holders of Registrable Securities to be included in such registration) and may request that propose to sell Registrable Securities to the public of the greater of (i) an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of at least $1,000,000, or (ii) at least 25% of the then outstanding Registrable Securities or, if less than (i) or (ii), then (iii) the remaining Registrable Securities. Each such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and if the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that offering is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five an underwritten offering. Within ten (510) days following the after receipt of any such Demand Exercise Noticerequest, the Company will give written notice of such requested registration to all other holders of Registrable Securities and, subject to the provisions hereof, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the holder's receipt of the Company's notice. All registrations A registration requested pursuant to Section 1(a) and this Section 1(b1.2(a) are referred to herein as “Demand Registrationsa "DEMAND REGISTRATION.”"

Requests for Registration. Subject to Sections 1(c) and 1(d)the limits set forth below, at any time and from time to time after six (6) months 185 days after the closing of the IPOInitial Public Offering, either the Majority Onex Shareholders Qualified Holders (or their Permitted Transferees) shall have the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may right by delivering a written notice to the Company request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration Corporation (a “Long-Form RegistrationsDemand Notice”) orto require the Corporation to register, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) pursuant to the terms of this Agreement under and may request that such registration be on a shelf registration statement, and, if in accordance with the Company is a well-known seasoned issuer (as defined in Rule 405 under provisions of the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be so registered and pursuant to the proposed method terms of distributionthis Agreement provided that the sale of such Registrable Securities is reasonably expected to result in aggregate gross cash proceeds in excess of $12,000,000 (a “Demand Registration”). The CompanyWithin twenty (20) days after receipt by the Corporation of a Demand Notice, subject to Section 1(f), the Corporation shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) Notice to each of the all other holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior and shall, subject to the filing provisions of Section 2(b) hereof, include in such registration all Registrable Securities with respect to which the requested registration statement Corporation received written requests for inclusion therein within twenty (20) days after such Notice is given by the Corporation to such holders. Following receipt of a Demand Notice for a Demand Registration, the Corporation shall use its reasonable commercial efforts to file a Registration Statement as promptly as practicable and 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 Qualified Holders shall be entitled to two Demand Registrations; provided, however, that there shall be no limit to the number of Demand Registrations by the Qualified Holders that constitute “shelf” registrations as contemplated by the next succeeding sentence and provided further that Jefferies Capital Partners shall be entitled to one Demand Registration that constitutes a “shelf” registration as contemplated by the next succeeding sentence. After such time as the Corporation shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, (A) the Qualified Holders shall be entitled to request that any Demand Registration for which such Stockholder is delivering a Demand Notice be a “shelf” registration pursuant to Rule 415 under the Securities Act, and the Qualified Holders shall be entitled to an unlimited number of Demand Registrations that constitute “shelf” registrations, and (B) Jefferies Capital Partners shall be entitled to one Demand Registration that constitutes a “shelf” registration pursuant to Rule 415 under the Securities Act by delivering a Demand Notice to the Corporation. Notwithstanding any other provisions of this Section 2, in no event shall more than two Demand Registrations occur within any twelve-month period and in no event shall any Demand Registration occur within 120 days from the effective date of any Registration Statement, including any Registration Statement filed pursuant to a prior Demand Notice. 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), such requesting holder of Registrable Securities that is shall be entitled to an individual, no more than five (5) Business Days after additional Demand Registration. All requests made pursuant to this Section 2 will specify the filing amount of Registrable Securities to be registered and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the requested registration statement under the Securities Act Registration Statement (or, except in the case of a request requested “shelf” registration) with respect to any Demand Registration for the filing a period of an automatic shelf registration statement, at least five (5) Business Days prior 90 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 filing of such registration statement). Notwithstanding period the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record holder of Registrable Securities (other than refrains from selling any securities included in such registration at the Onex Shareholders) until after filing the requested registration statement, so long as all recipients request of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and an underwriter or (y) the Corporation pursuant to the provisions of this Agreement. The Corporation shall be required to maintain the effectiveness of a shelf Registration Statement with respect to any Demand Registration at all times after the effective date thereof until the earlier to occur of two years after the effective date thereof or the date on which all Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion included in such registration (Registration Statement have actually been sold; provided, however, that any Stockholder owning Common Stock that has been included on a shelf Registration Statement may request that such Common Stock be removed from such Registration Statement, in which request event the Corporation shall specify the maximum number of Registrable Securities intended promptly either withdraw such Registration Statement or file a post-effective amendment to be disposed of by such holder) within five (5) days following the receipt of any Registration Statement removing such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand RegistrationsCommon Stock.”

Requests for Registration. (i) Subject to Sections 1(c) the conditions of this Section 5, the holders of at least 50% of the outstanding Registrable Securities, as calculated on a fully diluted and 1(dconverted basis, (such holders, the “Initiating Holders”), may request, at any time and from time to time after six (6) months after the closing earlier to occur of (i) the fifth (5th) anniversary of this Agreement or (ii) the date that is one hundred eighty (180) days after the consummation of an IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request registration under the Securities Act of have all or part of their Registrable Securities registered on Form S-1 S-1, or any similar long-form registration statement (“Long-Form RegistrationsRegistration”) or, if available, on Form S-2 or S-3 (as such forms are identified in the Exchange Act), or any similar short-form registration statement (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSIRegistration”), an automatic shelf registration statement. Each request for a registration under this Long-Form Demand Registration (as defined below) shall have an aggregate offering price of at least $30 million, inclusive of Registrable Securities included in such Long-Form Demand Registration pursuant to Section 1(b) 6 hereof, and shall specify the approximate number of Registrable Securities requested to be registered registered, the proposed manner of disposition and the proposed method underwriter, if any. Within ten (10) Business Days after receipt of distribution. The Companyany such request, the Company shall give written notice of such requested registration to the other Shareholders and, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”5(b) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h)below, shall include in a Demand Registration (x) the such registration all Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities with respect to which shall have made a written request to the Company has received written requests for inclusion in such registration therein within fifteen (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder15) within five (5) calendar days following after the receipt of any such Demand Exercise Noticethe Company’s notice. All registrations requested pursuant to Section 1(a) a Long-Form Registration are referred to herein as “Long-Form Demand Registrations”; and all other registrations requested pursuant to this Section 1(bparagraph 5(a) are referred to herein as a “Short-Form Demand Registrations”; Long-Form Demand Registrations and Short-Form Demand Registrations are collectively referred to as “Demand Registrations.” Subject to the provisions of this Section 5, the Sponsor shall be entitled to an unlimited number of Short-Form Demand Registrations and, pursuant to the provisions of Section 9 hereof, the Company shall be required to pay all Registration Expenses incurred by the Sponsor in connection therewith. (ii) Upon receipt of a request for a Demand Registration (a “Demand Request”) pursuant to Sections 5(a)(i), the Company shall: (a) cause to be filed, as soon as practicable, but within the later of (x) 90 days (or 45 days with respect to any Short-Form Registration) of the date of delivery to the Company of the Demand Request, or (y) 180 days after the effectiveness of the most recently filed Registration Statement by the Company, a Registration Statement covering such Registrable Securities which the Company has been so requested to register, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the intended method of distribution specified in such Demand Request; (b) use its commercially reasonable efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and (c) refrain from filing any other Registration Statements, other than pursuant to a. Registration Statement on Form S-4 or S-8 (or similar successor forms), with respect to any other securities of the Company until such date which is one hundred and eighty (180) days following the effectiveness of the Registration Statement filed in response to the Demand Request.

Requests for Registration. Subject to Sections 1(c1.2(b) and 1(d)1.2(e) below, the Purchasers holding at least 33% of the Registrable Securities (the "Initiating Holders") may at any time and from time to time after six (6) months after the closing completion of the IPOEffective Period or if the Required Registration Statement has not been effective for more than ninety (90) days immediately preceding any request under this Section 1.2(a), either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 ▇-▇, ▇▇▇▇ ▇-▇ or any similar long-successor form registration (“Long-Form Registrations”) of registration, or, if available, on Form S-3 or any similar short-successor form registration of registration; provided that the Initiating Holders (“Short-Form Registrations”together with all other holders of Registrable Securities to be included in such registration) and may request that propose to sell Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of the lesser of (i) $1,000,000 or (ii) the remaining Registrable Securities. Each such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and if the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that offering is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five an underwritten offering. Within ten (510) days following the after receipt of any such Demand Exercise Noticerequest, the Company will give written notice of such requested registration to all other holders of Registrable Securities and, subject to the provisions hereof, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the holder's receipt of the Company's notice. All registrations A registration requested pursuant to Section 1(a) and this Section 1(b1.2(a) are referred to herein as “a "Demand RegistrationsRegistration.”"

Requests for Registration. Subject to Sections 1(c(a) and 1(d)If the Company has not theretofore effected an Initial Public Offering, then, at any time from and after the date hereof the Required 399 Stockholders shall have the right to require that the Company effect a Qualifying Offering by delivery of a written request therefor to the Company. Such a request shall specify the number of Registrable Securities proposed to be sold by the Required 399 Stockholders. The Company shall use its best efforts to effect the Qualifying Offering within 120 days after its receipt of such request. Within 10 days after its receipt of such request, the Company will give written notice of such request to all other holders of Registrable Securities. Subject to the provisions of Section 2.5, the Company will use all reasonable efforts to include in the Qualifying Offering (i) all Registrable Securities which the Required 399 Stockholders have requested to be included therein and (ii) all other Registrable Securities which the Stockholders have requested in writing, within 20 days after receipt of the Company's notice, to be included therein. The Company will pay all Registration Expenses in connection with a Qualifying Offering requested in accordance with this Section. (b) Subject to Sections 2.2, 2.3 and 2.7, at any time from time to time and after six (6) months the date which is 120 days after the closing of an Initial Public Offering, the IPO, either Required 399 Stockholders shall have the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice right to require the Company request to file a registration statement (a "Demand Registration") under the Securities Act of all or part of their Registrable Securities (i) on Form S-1 or S-2 or any similar Registration Rights Agreement long-form registration statement (“any such registration, a "Long-Form Registrations”Registration"), or (ii) or, if available, on Form S-3 or any similar short-form registration statement (“any such registration, a "Short-Form Registration"), if the Company qualifies to use such short form, or (iii) on any applicable form pursuant to Rule 415 of the Securities Act (a "415 Registration") by delivery of a written request therefor to the Company (a "Demand Registration Request"). Subject to Sections 2.2 and 2.3, at any time from and after the earlier of (x) the fifth anniversary of the date hereof and (y) the date which is 120 days after the closing of an Initial Public Offering, the Required CMP Stockholders shall have the right to require the Company to file (i) one Long-Form Registration and (ii) Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 qualifies to use such short form; provided, that, for purposes of the rights afforded under the Securities Actthis sentence, a “WKSI”), an automatic shelf registration statementRequired CMP Stockholders shall not be deemed to include FCF and its Permitted Transferees. Each request for a registration under this Section 1(b) Demand Registration shall specify the approximate number of Registrable Securities requested proposed to be registered sold by the Required 399 Stockholders or the Required CMP Stockholders, as the case may be, and shall specify the proposed intended method of distributiondisposition thereof. The CompanyWithin 10 days after its receipt of any such request, subject to Section 1(f), shall the Company will give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) request to each of the all other holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior Securities. Subject to the filing provisions of Section 2.5, the requested Company will use its best efforts to effect the registration statement under the Securities Act on the form requested by the Required 399 Stockholders or the Required CMP Stockholders, as the case may be, and to include in such registration, (i) all Registrable Securities which the Required 399 Stockholders or the Required CMP Stockholders, as the case may be, have so requested to be included therein and (2ii) to each holder of all other Registrable Securities that is an individualwhich the Stockholders have requested in writing, no more than five (5) Business Days within 30 days after the filing receipt of the requested Company's notice, to be included therein. (c) If the Required 399 Stockholders request a Demand Registration pursuant to Section 2.1(a) or 2.1(b) or if the Required CMP Stockholders request a Demand Registration pursuant to Section 2.1(b), they 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. (d) The Company shall, as expeditiously as possible following a Demand Registration Request, use its best efforts to (i) effect such registration under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities which the Company has been so requested to register, for distribution in accordance with the intended method of distribution, and (ii) if requested by the Required 399 Stockholders, obtain acceleration of the Demanding Shareholders and (y) effective date of the Registrable Securities of any other holder of Registrable Securities which shall have made a written request registration statement relating to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsregistration.”

Requests for Registration. Subject to Sections 1(c) the terms and 1(d)conditions of this Agreement, at any time and from time to time after six following the date hereof, the holders of (6i) months after the closing a majority of the IPOWCP Registrable Securities then outstanding, either (ii) a majority of the Majority Onex Shareholders ▇▇▇▇ Registrable Securities then outstanding or (iii) a majority of the Majority Common Shareholders Advent Registrable Securities then outstanding may (the parties giving such notice are the “Demanding Shareholders”a) may by written notice to the Company request registration under the Securities Act of all or part any portion of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or, in accordance with Section 1B or (b) if available, request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a Shelf Registration) or any similar short-form registration (“Short-Form Registrations”) in accordance with Section 1C and may request that such registration be on a shelf registration statement, and, if Section 1D. All registrations requested pursuant to this Section 1 by the Company is a well-known seasoned issuer holders of Registrable Securities (including all Shelf Offerings) are referred to herein as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Demand Registrations.” Each request for a registration under this Section 1(b) Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the proposed intended method of distribution. The CompanyUnless a shorter period of time is provided herein, the Company shall promptly (and in any event within three business days after receipt of any such request), give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms of Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h)1E, shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of and in all related registrations and qualifications under state blue sky laws and in compliance with other registration requirements and in any related underwriting) all Registrable Securities intended with respect to be disposed of by such holder) which the Company has received written requests for inclusion therein within five (5) business days following after the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsthe Company’s notice.”

Requests for Registration. Subject to Sections 1(c) and 1(d), at At any time and from time to time after six (6) months after the closing date hereof, the holder(s) of a majority of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) Cornerstone Investors Registrable Securities may by written notice to the Company request registration under the Securities Act of all or part any portion of their Registrable Securities on Form S-1 or any similar long-form registration (“a "Long-Form Registrations”) orRegistration"), if available, or on Form S-2 or S-3 or any similar short-form registration (“a "Short-Form Registrations”Registration") if such a short form is available. At any time after the date two years after the consummation of an initial Public Offering, if BT and its Affiliates (and not any of their respective assigns) own greater than 5% of the then outstanding shares of Common Stock (on a fully diluted basis), then BT and/or its Affiliates (and not any of their respective assigns) may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities ActAct of all or any portion of its or their Registrable Securities on Form S-1 or any similar long-form registration (also, a “WKSI”"Long-Form Registration"), an automatic shelf or on Form S-2 or S-3 or any similar short-form registration statement(also, a "Short-Form Registration") if such short form is available. All registrations requested pursuant to this Section 2(a) are referred to herein as "Demand Registrations". Each request for a registration under this Section 1(bDemand Registration (a "Demand Request") shall specify the approximate number of Registrable Securities requested to be registered registered, the anticipated method or methods of distribution and the proposed method of distributionanticipated per share price range for such offering. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days Within ten days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Request, the Company will give written notice of such requested registration (which shall specify the intended method of disposition of such Registrable Securities) to all other holders of Registrable Securities (a "Company Notice. All registrations requested pursuant to Section 1(a") and the Company will include (subject to the provisions of this Section 1(bAgreement) are referred in such registration, all Registrable Securities with respect to herein as “Demand Registrationswhich the Company has received written requests for inclusion therein within 20 days after the delivery of such Company Notice; provided that any such other holder may withdraw its request for inclusion at any time prior to executing the underwriting agreement or, if none, prior to the applicable registration statement becoming effective.”

Requests for Registration. Subject At any time after the six-month anniversary of the earlier of (i) the date of effectiveness of a registration statement filed under the Securities Act in respect of 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 Sections 1(cfile reports with the Commission pursuant to Section 12 or Section 15(d) and 1(dof the Exchange Act, any Holder or Holders who collectively hold Registrable Securities representing at least 5% of the Registrable Securities then outstanding shall have the right (subject to the limitations set forth below), at any time and from time to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may exercisable by written notice to the Company request (each a “Registration Request”), to have the Company prepare and file with the Commission a registration statement under the Securities Act of all or part of their covering the Registrable Securities that are the subject of such request (each, a “Demand Registration”). A request for a Demand Registration shall specify the approximate number of the Registrable Securities to be registered, which, in the case of a registration on Form S-1 or any similar long-form registration (“Long-Form Registrations”) successor form, must have a minimum expected aggregate offering price to the public of at least U.S. $2,500,000, or, if available, 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 10 days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders of Registrable Securities. The Company shall include such other Holders’ Registrable Securities in such offering if they have responded affirmatively within 10 days after the receipt of the Company’s notice. The Investors shall be permitted one Demand Registration hereunder. Notwithstanding the foregoing, so long as the 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 any similar short-form registration (a “Short-Form RegistrationsRegistration”), 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 term Registrable Securities, notwithstanding its definition in 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 may 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 on a shelf registration statementwithdrawn). 1 The last two sentences of this section 2(a) were added to this agreement pursuant to that certain Termination Agreement, anddated December 23, if 2003, by and among the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the proposed method of distribution. The Company, subject to Section 1(f)EIS, shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act EPIL, Elan Corporation, Plc., and (2) to each holder of Registrable Securities that is an individualLC Ventures, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrations.”Ltd.

Requests for Registration. Subject to Sections 1(c) and 1(dEffective upon the second anniversary of the Closing (as defined in the Purchase Agreement), until expiration of such rights as set forth in Section 13 hereof, any Holder or Holders who collectively hold Registrable Securities representing at least 50% of the Registrable Securities then outstanding shall have the right at any time and from time to time after six (6) months after the closing of the IPOtime, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request registration under the Securities Act of all a minimum of 500,000 shares of Common Stock (as adjusted for any combinations, consolidations, splits, stock distributions, stock dividends or part of their Registrable Securities other recapitalizations with respect to such shares) on Form S-1 ▇-▇, ▇-▇ or S-3 (if available) or any similar long-registration statement (a "Demand Registration"), such form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration to be on a shelf registration statement, and, if selected by the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statementappropriate. Each The request for a registration under this Section 1(b) the Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the proposed method of distributionregistered. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days Within 20 days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such request, the Company will give written notice of such requested registration to all other Holders of Registrable Securities. The Company shall include such other Holders' Registrable Securities in such offering if they have responded affirmatively within 20 days after the receipt of the Company's notice. The Holders in aggregate will be entitled to request only one Demand Exercise NoticeRegistration hereunder, unless any Registrable Securities are issued upon conversion of the Note, in which case the Holders in aggregate will be entitled to request two Demand Registrations hereunder. All registrations requested A registration will not count as a Demand Registration until it has become effective and has been effective for 180 days (or until such lesser time as all Registrable Securities included therein shall have been sold thereunder), unless such Demand Registration has not become effective due solely to the fault of the Holders requesting such registration, including a request by such Holders that such registration be withdrawn, unless the Holders have paid the Registration Expenses pursuant to the provisions of Section 1(a4(b) and this Section 1(b) hereof. The Company shall pay all Registration Expenses in connection therewith. The Holders whose Registrable Securities are referred to herein as “Demand Registrationsincluded therein shall pay all Selling Expenses in connection therewith.”

Requests for Registration. Subject to Sections 1(c1.2(b) and 1(d)1.2(e) below, the Purchasers holding at least 33% of the Registrable Securities (the "INITIATING HOLDERS") may at any time and from time to time after six (6) months after the closing completion of the IPOEffective Period or if the Required Registration Statement has not been effective for more than ninety (90) days immediately preceding any request under this Section 1.2(a), either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar longS-1, Form ▇-▇ ▇▇ ▇▇▇ ▇▇ccessor form registration (“Long-Form Registrations”) of registration, or, if available, on Form S-3 or any similar short-successor form registration of registration; PROVIDED that the Initiating Holders (“Short-Form Registrations”together with all other holders of Registrable Securities to be included in such registration) and may request that propose to sell Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of filing of the Registration Statement with respect to such Registrable Securities) to the public of the lesser of (i) $1,000,000 or (ii) the remaining Registrable Securities. Each such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and if the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that offering is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five an underwritten offering. Within ten (510) days following the after receipt of any such Demand Exercise Noticerequest, the Company will give written notice of such requested registration to all other holders of Registrable Securities and, subject to the provisions hereof, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the holder's receipt of the Company's notice. All registrations A registration requested pursuant to Section 1(a) and this Section 1(b1.2(a) are referred to herein as “Demand Registrationsa "DEMAND REGISTRATION.”"

Requests for Registration. Subject to Sections 1(c(a) and 1(d), If at any time and from time to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by written notice to the Company request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) orClosing Date, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that at such registration be on a shelf registration statement, and, if time the Company is a well-known seasoned issuer (as defined in Rule 405 reporting company under the Securities Exchange Act of 1934, (but not within ninety (90) days of a registration pursuant to Section 2.2), the Holders of a majority of the then outstanding Shares request(s) that the Company file a Registration Statement under the Act, the Company shall promptly give written notice of the proposed registration to all other Holders of Shares and shall use its best efforts to cause such Shares as are specified in the original request and such Shares as are requested to be included by Holders not initiating the request to be registered under the Act for public sale in accordance with the disposition specified in the notice from the requesting Holders. (b) The Company is obligated to effect only two registrations under Section 2.1. A demand for registration made pursuant to Section 2.1(a) hereof must represent an aggregate minimum offering amount of $250,000 (the "Minimum Offering Amount"). All stock certificates representing Shares shall bear a “WKSI”)legend to the effect that such shares represented thereby are subject to the registration rights set forth in this Agreement. The securities so registered shall be sold through underwriters acceptable to the Company and the Holders of Shares, an automatic shelf registration statementwhich acceptances shall not be unreasonably withheld; and the Company and the Holders of Shares shall use their best efforts to effect firm commitment underwriting arrangements. Each If the Holders of Shares submit to the Company a list of potential underwriters, the Company shall be deemed to have accepted all such underwriters unless within fourteen (14) days after the receipt of such list, the Company shall have objected in writing to any such underwriters and set forth its reasons therefor. (c) If at the time of receipt of the request for a registration under this Section 1(b) shall specify 2.1 the approximate number Company has publicly announced its intention to register any of Registrable Securities requested to be registered and the proposed method of distribution. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement its securities for a public offering under the Securities Act and (2) to each holder of Registrable Securities that is an individualAct, no more than five registration of Shares shall be initiated under this Section 2.1 until ninety (590) Business Days days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing effective date of such registration statement). Notwithstanding the foregoing, unless the Company may delay giving any Demand Exercise Notice is no longer proceeding diligently to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statementeffect such registration, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify is for the maximum number sale of Registrable Securities intended to be disposed securities for the Company's account or for the account of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsothers.”

Requests for Registration. (a) Subject to Sections 1(c) 1.2, 1.3 and 1(d)1.8, at any time and from time to time after six (6) months after the closing September 9, 2000, any or all of the IPORequired LIH Stockholders, either the Majority Onex Shareholders or Required BancBoston Stockholders, the Majority Common Shareholders (Required Liberty Mutual Stockholders and the parties giving such notice are the “Demanding Shareholders”) Required Mezzanine Stockholders may by written notice to the Company request in writing registration under the Securities Act of all or part of their Registrable Securities (i) on Form S-1 or Form S-2 or any similar or successor long-form registration statement (“any such registration, a "Long-Form Registrations”Registration") or, if available, or (ii) on Form S-3 or any similar or successor short-form registration statement (“any such registration, a "Short-Form Registrations”Registration") and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 qualifies to use such short form. Within 10 days after its receipt of any such request, the Company will give written notice of such request to all other Participating Stockholders. Thereafter, the Company will use all reasonable efforts to effect the registration under the Securities ActAct on the form requested by the Requesting Investors, a “WKSI”)and to include in such registration, an automatic shelf registration statement(i) all Registrable Securities which the Requesting Investors have so requested to be included therein, and (ii) all other Registrable Securities with respect to which the Company has received written requests for inclusion therein by the Participating Stockholders within 30 days after their receipt of the Company's notice, subject in each case to the provisions of Section 1.5. Each Long-Form Registration or Short-Form Registration requested in accordance with this Section 1.1 is referred to herein as a "Demand Registration." (b) The Requesting Investors which request a Demand Registration pursuant to this Section 1.1 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 1.2 unless, after consultation with the Company and any proposed underwriter, the Requesting Investors in good faith determine that more than 25% of the amount of Registrable Securities which they have requested to be registered (before giving effect to any cutback pursuant to Section 1.5) would not be sold pursuant to such Demand Registration within a reasonable amount of time or at a price reasonably acceptable to such Requesting Investors. (c) Any request for a registration under this Demand Registration pursuant to Section 1(b) 1.1 shall specify the approximate number of Registrable Securities requested proposed to be registered sold by the Requesting Investors and the proposed intended method of distribution. The Company, subject to Section 1(f), shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) to each of the holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsdisposition thereof.”

Requests for Registration. (i) At any time and from time to time after January 31, 2001, the holders of at least 66-2/3% of the Registrable Series A and Series B Stock then outstanding may request registration under the Securities Act of the offering of all or any part of the Registrable Stock held by such Holders (each, a "Demand Registration"), subject to the terms and conditions of this Agreement. Any request (a "Registration Request") for a Demand Registration shall specify (a) the approximate number of shares of Registrable Series A and Series B Stock requested to be registered (but not less than a majority of the total number of shares of Registrable Series A and Series B Stock then outstanding), and (b) the intended method of distribution of such shares. Within ten days after the date of its receipt of such request, the Company will give written notice of such requested registration to all other Holders of Registrable Stock and, subject to paragraph 2A(v), will include in such registration all shares of Registrable Stock which Holders of Registrable Stock request the Company to include in such registration by written notice given to the Company within 15 days after the date of sending of the Company's notice. (ii) At any time and from time to time after January 31, 2001, the holders of at least 66-2/3% of the Registrable Series E Stock then outstanding may request registration under the Securities Act of the offering of all or any part of the Registrable Stock held by such Holders (each, a "Demand Registration"), subject to the terms and conditions of this Agreement. Any request (a "Registration Request") for a Demand Registration shall specify (a) the approximate number of shares of Registrable Series E Stock requested to be registered (but not less than a majority of the total number of shares of Registrable Series E Stock then outstanding), and (b) the intended method of distribution of such shares. Within ten days after the date of its receipt of such request, the Company will give written notice of such requested registration to all other Holders of Registrable Stock and, subject to paragraph 2A(v), will include in such registration all shares of Registrable Stock which Holders of Registrable Stock request the Company to include in such registration by written notice given to the Company within 15 days after the date of sending of the Company's notice. (iii) At any time and from time to time after January 31, 2001, the holders of at least 66-2/3% of the Registrable Series F Stock then outstanding may request registration under the Securities Act of the offering of all or any part of the Registrable Stock held by such Holders (each, a "Demand Registration"), subject to the terms and conditions of this Agreement. Any request (a "Registration Request") for a Demand Registration shall specify (a) the approximate number of shares of Registrable Series F Stock requested to be registered (but not less than a majority of the total number of shares of Registrable Series F Stock then outstanding), and (b) the intended method of distribution of such shares. Within ten days after the date of its receipt of such request, the Company will give written notice of such requested registration to all other Holders of Registrable Stock and, subject to paragraph 2A(v), will include in such registration all shares of Registrable Stock which Holders of Registrable Stock request the Company to include in such registration by written notice given to the Company within 15 days after the date of sending of the Company's notice. (iv) Subject to Sections 1(c) paragraph 4, the Holders of Registrable Series A and 1(d), Series B Stock will be entitled to request up to two Demand Registrations at any time and from time to time after six and the Holders of Registrable Series E Stock and Registrable Series F Stock will be entitled to request up to two Demand Registrations at any time and from time to time. (6v) months after the closing In connection with a Demand Registration with respect to Registrable Series A and Series B Stock, a registration will not count as one of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may Demand Registrations paid for by written notice to the Company request (as provided in paragraph 4) unless the holders of Registrable Series A and Series B Stock are able to register the offering of and sell at least 50% of the shares of Registrable Series A and Series B Stock requested to be included in such registration. In connection with a Demand Registration with respect to Registrable Series E Stock, a registration under will not count as one of the Securities Act Demand Registrations paid for by the Company (as provided in paragraph 4) unless the holders of all Registrable Series E Stock are able to register the offering of and sell at least 50% of the shares of Registrable Series E Stock requested to be included in such registration. In connection with a Demand Registration with respect to Registrable Series F Stock, a registration will not count as one of the Demand Registrations paid for by the Company (as provided in paragraph 4) unless the holders of Registrable Series F Stock are able to register the offering of and sell at least 50% of the shares of Registrable Series F Stock requested to be included in such registration. (vi) The Company will not include in any Demand Registration the offering of any securities other than shares of Registrable Stock and securities to be registered for offering and sale on behalf of the Company without the prior written consent of the Holders of a majority of the shares of Registrable Series A and Series B Stock, Registrable Series E Stock or part Registrable Series F Stock, as the case may be, included in such registration. If the managing underwriter(s) of any such offering advise the Company in writing that in their opinion the number of shares of Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, Stock and, if permitted hereunder, other securities in such offering, exceeds the number of shares of Registrable Stock and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the shares of Registrable Series A and Series B Stock, Registrable Series E Stock or Registrable Series F Stock, as the case may be, initially requesting registration, the Company is will include in such registration, prior to the inclusion of any securities which are not shares of Registrable Series A and Series B Stock, Registrable Series E Stock or Registrable Series F Stock, as the case may be, subject to a well-known seasoned issuer (as defined in Rule 405 under Registration Request the Securities Act, a “WKSI”), an automatic shelf registration statement. Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities shares requested to be registered included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, in the following order of priority: (i) first, pro rata among the Holders of Registrable Series A and Series B Stock, Registrable Series E Stock or Registrable Series F Stock, as the proposed method case may be, making the Registration Request on the basis of distribution. The the number of shares that such Holders have requested be included in the registration, (ii) second, to the Company, subject (iii) third, pro rata among the Holders of other Registrable Stock requesting to Section 1(f)be included in such registration on the basis of the number of shares that such holders have requested be included in the registration, shall give written notice and (the “Demand Exercise Notice”iv) of such Demand Registration Request (1) to each of fourth, pro rata among the holders of record of Registrable Securities (the other than individuals) at least five (5) Business Days prior securities, if any, requested to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written request to the Company for inclusion be included in such registration (which request shall specify on the maximum basis of the number of Registrable Securities intended to shares that such holders have requested be disposed of by such holder) within five (5) days following included in the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsregistration.”

Requests for Registration. Subject to Sections 1(c) and 1(dthe following paragraphs of this Section 3(a), at any time and from time (i) a Qualified Holder shall have the right, by delivering or causing to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) may by be delivered a written notice to the Company request registration Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the Securities Act provisions of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”) and may request that such registration be on a shelf registration statement, and, if the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act, the sale of a “WKSI”)number of shares of Common Stock specified by such Qualified Holders to be so issued and sold in the Initial Public Offering and (ii) following the Initial Public Offering, an automatic shelf registration statement. Each request for a registration Qualified Holder 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 of this Agreement, under this Section 1(b) shall specify and in accordance with the approximate provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, however, that a Demand Notice may only be made if the proposed method sale of distributionthe Registrable Securities requested to be registered by such Qualified Holder is reasonably expected to result in aggregate gross cash proceeds in excess of $100,000,000 (without regard to any underwriting discount or commission); provided, further that, unless the KKR Investors shall otherwise consent, the Corporation shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) within a period of 180 days after the effective date of any other registration statement relating to any registration request under this Section 3(a) (except if the underwriters shall require a longer period, but in any event no more than 270 days). The CompanyFollowing receipt of a Demand Notice for a Demand Registration in accordance with this Section 3(a), the Corporation shall 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 declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 3, 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 requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. Within 10 days after receipt by the Corporation of a Demand Notice in accordance with this Section 1(f3(a), the Corporation shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) Notice to each of the all other holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior and shall, subject to the filing provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within 15 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 Investors, in connection with a Demand Notice for an Initial Public Offering, the Corporation shall only be required to deliver any Notice or Piggyback Notice and include Registrable Securities of such other holders in such registration as provided in clause (i) of the requested registration statement under second paragraph of Section 4(a). All requests made pursuant to this Section 3 will specify the Securities Act and (2) to each holder number of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (orto be registered and/or, in the case of an Initial Public Offering, the number of shares of Common Stock to be issued, and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a request for the filing period of an automatic shelf registration statement, at least five (5) Business Days prior 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the filing of such registration statement). Notwithstanding period the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a written refrains from selling any securities included in such Registration Statement at the request of the Corporation or an underwriter of the Corporation pursuant to the Company for inclusion in such registration (which request shall specify the maximum number provisions of Registrable Securities intended to be disposed of by such holder) within five (5) days following the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand RegistrationsAgreement.”

Requests for Registration. Subject to Sections 1(c(i) and 1(d)At any time, the holders of at any time and from time to time after six (6) months after the closing least 50% of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the parties giving such notice are the “Demanding Shareholders”) Series B Registrable Securities then in existence may by written notice to the Company request registration under the Securities Act of all or part any portion of their Series B Registrable Securities on Form S-1 or any similar long-form registration (“"Long-Form Registrations”) or"), if available, and the holders of at least 10% of the Series B Registrable Securities then in existence may request registration under the Securities Act of all or any portion of their Series B Registrable Securities on Form S-2 or S-3 or any similar short-form registration (“"Short-Form Registrations”") and may request that such registration be on a shelf registration statement, and, if available. (ii) At any time after the Company is a well-known seasoned issuer (as defined in Rule 405 has completed an initial public offering of its equity securities under the Securities Act, a “WKSI”)the holders of at least 50% of the Series A Registrable Securities then in existence may request registration under the Securities Act of all or any portion of their Series A Registrable Securities on any Long-Form Registration, an automatic shelf and the holders 2 of at least 25% of the Series A Registrable Securities then in existence may request registration statementunder the Securities Act of all or any portion of their Series A Registrable Securities on any Short-Form Registration, if available. (iii) All registrations requested pursuant to this paragraph 1(a) are referred to herein as "Demand Registrations". Each request for a registration under this Section 1(b) Demand Registration shall specify the approximate number of Series A Registrable Securities or Series B Registrable Securities requested to be registered and the proposed method anticipated per share price range for such offering. Within ten days after receipt of distribution. The Companyany such request, subject to Section 1(f), the Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (1) requested registration to each of the all other holders of record of Registrable Securities (other than individuals) at least five (5) Business Days prior to the filing of the requested registration statement under the Securities Act and (2) to each holder of Registrable Securities that is an individual, no more than five (5) Business Days after the filing of the requested registration statement under the Securities Act (or, in the case of a request for the filing of an automatic shelf registration statement, at least five (5) Business Days prior to the filing of such registration statement). Notwithstanding the foregoing, the Company may delay giving any Demand Exercise Notice to any holders of record of Registrable Securities (other than the Onex Shareholders) until after filing the requested registration statement, so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. The Company, subject to Sections 1(f), 1(g) and 1(h), shall include in a Demand Registration (x) the such registration all Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities with respect to which shall have made a written request to the Company has received written requests for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) therein within five (5) 15 days following after the receipt of any such Demand Exercise Notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “Demand Registrationsthe Company's notice.”