Common use of Requests for Registration Clause in Contracts

Requests for Registration. Subject to the terms and conditions set forth herein, at any time and from time to time following the fifth (5th) year anniversary of the date hereof, 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or 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”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 days after receipt of any 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(e) below, shall include 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. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price).

Requests for Registration. Subject At any time after the date hereof and prior to the terms and conditions set forth hereinCompany's Initial Public Offering, at any time and from time to time following the fifth LLC (5th) year anniversary and, upon the LLC's dissolution, the holders of a majority of the date hereof, any holder or group of holders of Investor Frontenac Registrable Securities (including for this purpose any of such holder’s affiliates that also hold Investor Registrable Securitiesthen outstanding) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion of such holders’ and their affiliates’ 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”), or, if available, (ii) 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 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“"Short-Form Registrations”), ") if available; provided that the aggregate offering value of the Registrable Securities requested to be registered in any registration under this Section l(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 registrations requested pursuant requests for Demand Registrations shall be made by giving written notice to this Section 1(a) are referred to herein as “the Company (the "Demand Registrations.” Notice"). Each request for a Demand Registration Notice shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 ten days after receipt of any 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 itDemand Notice, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the provisions of Section 1(el(d) below, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 15 days after the receipt of the Company’s 's notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price).

Requests for Registration. Subject to (i) At any time after the terms and conditions set forth hereinearlier 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 following demand that the fifth (5th) year anniversary Company register all or part of the date hereofhis, any holder her, or group of holders of Investor its 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration 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 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 or similar forms then in effect) promulgated by the SEC under the Securities Act) . Within ten days after receipt of a demand, the Company will notify in writing all holders of Registrable Securities of the demand. Any holder who wants to include his, her, or any similar short-form registration (“Short-Form Registrations”)its Registrable Securities in the Demand Registration must notify the Company within ten business days of receiving the notice of the Demand Registration. Except as provided in this Section 3, if availablethe Company will include in all --------- Demand Registrations all Registrable Securities for which the Company receives timely written demands for inclusion. All registrations requested demands made pursuant to this Section 1(a3(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall must specify the approximate number of Registrable ------------ Securities requested to be registered and the anticipated per share intended method of disposing of the Registrable Securities. (ii) Notwithstanding anything to the contrary herein, the holders of the Series E Registrable Securities shall have a special right to require up to three demand registrations (the "Series E Special Demand Registration") after an Initial Public Offering, which may be exercised by holders of at least 5% of the 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 per unit price range 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 offeringregistration 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 20 ten days after receipt of any 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 itdemand, the Company shall give written will notify in writing all holders of Series E Registrable Securities of the demand. Any holder who wants to include his, her, or its Series E Registrable Securities in the Series E Special Demand Registration must notify the Company within ten business days of receiving the notice of such requested registration to the Series E Special Demand Registration. Except as provided in this Section 3, the Company will --------- include in all other holders of Series E Special Demand Registrations all Series E Registrable Securities and, subject to Section 1(e) below, shall include in such registration all Registrable Securities with respect to for which the Company has received receives timely written requests demands for inclusion therein within 20 days after inclusion. Notwithstanding the receipt foregoing, no Series E Special Demand Registration shall be underwritten without the consent of the Company’s notice. It shall be holders of a condition to making a Demand Registration that the aggregate offering price majority of the Registrable Securities to be registered by shares of the Investors making the demand is, Series E Preferred Stock included in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)such registration.

Requests for Registration. Subject to Sections 1(b) through (g) below, (i) at any time and from time to time, the terms 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 conditions set forth herein, (ii) at any time and from time to time following the fifth Initial Public Offering, (5thA) year anniversary the holders of at least a majority of the date hereof, any holder or group of holders of Outside Preferred 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration registration, whether underwritten or not, under the Securities Act of all or any portion of such holders’ and their affiliates’ 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”)) and (B) any holder of Preferred Investor Registrable Securities may request registration, orwhether underwritten or not, if available, on Form S-3 (including pursuant to Rule 415 under the Securities ActAct of all or any portion of such holder’s Preferred Investor Registrable Securities (1) on Form S-2 or S-3 or any similar short-form registration statement (together with the short-form registrations contemplated by clause (i)(B) above, the “Short-Form Registrations”), if available, or (2) on any applicable “short form” pursuant to Rule 415 under the Securities Act (together with any shelf registration contemplated by clause (i)(C) above, “415 Registrations”), if available. All registrations requested pursuant to as described in this Section 1(a) 1 are referred to herein as “Demand Registrations.” Each such request for a Demand Registration shall (a “Demand Notice”) will specify the approximate number of Registrable Securities requested to be registered and registered, the anticipated per share or per unit price range for such offeringoffering (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 Demand Registration will be underwritten. Each request for a Demand Registration and, subject to the provisions of Section 7 below, each request for inclusion in such Demand Registration also will specify the manner and disposition of the shares of Registrable Securities included therein. Within 20 10 days after receipt of any 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 itDemand Notice, the Company shall will give written notice of such requested request for registration to all other holders of Registrable Securities and, subject to Section 1(e) below, shall and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 15 days after the receipt of the Company’s notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price).

Requests for Registration. Subject to Section 1(e) below and the other terms and conditions set forth hereinof this Agreement, at any time and from time beginning thirty (30) days prior to time following the fifth (5th) year anniversary expiration of the date hereofapplicable transfer restrictions under their respective Lock-Up Agreements, any holder each of (i) the Founder, (ii) Existing Investors or group of holders of Investor Registrable Securities Existing Investors (including for this purpose any of such holder’s affiliates that also hold Investor Registrable Securitiesother than the BBH Investors) holding at least 50% of all thirty three percent (33.0%) of the then then-outstanding Investor number of Registrable Securities held by all Existing Investors and (in iii) the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below)BBH Investors, may (A) if a short-form registration statement is not available to the Company, request from the Company registration under the Securities Act of all or any portion of such holders’ and their affiliates’ 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 pursuant to Rule 415 under the Securities Acta Shelf Registration) or any successor form or any similar short-form registration statement (a “Short-Form RegistrationsRegistration”) of all or any portion of its Registrable Securities, as the case may be, in accordance with Section 1(c) (each such request, a “Demand Notice”); provided that (I) the Existing Investors (other than the BBH Investors) shall be collectively entitled to a total of three (3) Demand Registrations, if available(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 shall 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 Demand Registration shall specify the intended method of distribution and the approximate number of Registrable Securities requested to be registered. No Demand Registration will be consummated (and no registration statement with respect thereto filed) if the number of Registrable Securities requested to be registered (including pursuant to the following sentence) is fewer than (i) in the case of a Long-Form Registration, such number of Common Shares or Preferred Shares (on an as-converted basis) with a value (based on the closing price of the Common Shares on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable, for any Long-Form Registration) of $25,000,000 and (ii) in the anticipated per share case of Short-Form Registrations, such number of Common Shares or per unit Preferred Shares (on an as-converted basis) with a value (based on the closing price range of the Common Shares on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable, for such offeringany Short-Form Registration) of $5,000,000. Within 20 ten (10) days after receipt of any 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 Investors and, subject to the terms of Section 1(e) below1(d), shall include in such registration (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 with respect to which the Company has received written requests for inclusion therein within 20 thirty (30) days after the receipt delivery of the Company’s notice. It The Company shall be a condition pay all Registration Expenses (as defined below) with respect to making a Demand Registration that the aggregate Registrations, whether or not any such offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)completed.

Requests for Registration. Subject to the terms and conditions set forth hereinof this Agreement, at (i) on any time two (2) occasions from and from time to time after 180 days following the fifth IPO or, if earlier, the release (5thwhether in whole or in part) year anniversary of the date hereofShares held by a Holder pursuant to the lock-up agreement entered into with the underwriters pursuant to the IPO, any holder or group (A) Holders of holders at least fifty percent (50%) of Investor the Registrable Securities or (including for this purpose any B) the Lead Investor, so long as the Lead Investor holds at least twenty-five percent (25%) of such holder’s affiliates that also hold Investor the Registrable Securities) holding at least 50% of all of the then outstanding Investor Registrable Securities (, may, in the case of a Long-Form Registrationeach case, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion at least twenty-five percent (25%) of such holders’ and their affiliates’ the Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), orand (ii) on 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 (including pursuant to Rule 415 under the Securities Act) 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 1(a2(a) are referred to herein as “Demand Registrations.” Each 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 the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, upon receipt of the request for the Demand Registration, the Company shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 as promptly as reasonably practicable (but in no event later than ten days after receipt of any 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, for the Company shall Demand Registration) give written notice of such requested registration the Demand Registration to all other holders of Holders who hold Registrable Securities and, subject to the terms of Section 1(e) below2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days (x) 15 days, in the case of any notice with respect to a Long-Form Registration, or (y) ten days, in the case of any notice with respect to a Short-Form Registration, after the receipt of the Company’s notice. It Each Holder agrees that such Holder shall be a condition to making a treat as confidential the receipt of the notice of Demand Registration that and shall not disclose or use the aggregate offering price information contained in such notice of Demand Registration without the prior written consent of the Registrable Securities Company or until such time as the information contained therein is or becomes available to be registered the public generally, other than as a result of disclosure by the Investors making Holder in breach of the demand is, in the case terms of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)this Agreement.

Requests for Registration. Subject to the terms and conditions set forth herein, at At any time and from time to time following the fifth (5th) year anniversary of on or after the date hereof, 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 until two years after all of the then outstanding Investor principal amount of the Debentures ceases to be outstanding, as set forth in this Section 1.2, the Holders of a majority of the Registrable Securities (may in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may writing request from the Company registration under the Securities Act of all or any portion part of such holders’ and their affiliates’ Registrable Securities on Form S-1 or any similar long-form Securities. Each request for 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”), if available. All registrations requested shall state that it is being made pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration 1.2 and shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offeringregistered. Within 20 ten days after receipt of any such request, unless the Company notice has converted the request into a Piggyback Registration in accordance with Section 2 of this Agreement, in which case Section 2 shall govern itbeen given, the Company shall give written notice to all other Holders, if any, of such requested registration registration. Each such Holder shall have the right, by giving written notice to all other holders of Registrable Securities andthe Company within 30 days after the Company gives its notice, subject to Section 1(e) below, shall include elect to have included in such registration such of its Registrable Securities as such Holder may request in such notice of election. Upon a request for a Demand Registration, the Company shall use its reasonable best efforts to effect as expeditiously as possible the registration, in accordance with Section 1.4, of all Registrable Securities with respect to which the Company has received written requests been requested to so register. Each registration requested pursuant to this Section 1.2 is referred to herein as a “Demand Registration.” If the Company notifies the Holders in writing, prior to a request for inclusion therein within 20 days after a Demand Registration from the receipt Holders, of the Company’s notice. It intent to register securities with the Commission, and the Company effects a registration in accordance with Section 1.3, the Holders’ request shall be a condition to making governed by Section 1.3 and shall not constitute a Demand Registration Registration. The parties hereto acknowledge that the aggregate offering price of Company is a party to other registration rights agreements and similar agreements, and that the Registrable Securities Company shall be entitled to register under a Registration Statement any other securities required to be registered by pursuant to any other such agreements, including pursuant to “piggy-back” rights granted prior to the Investors making date hereof; provided, however, that such inclusion of such securities shall not interfere with the demand is, in intended plan of distribution of the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)Investors.

Requests for Registration. Subject to the following paragraphs of this Section 3(a), (i) prior to the date that is ten years after the date hereof the Initial Member, and on or after the date that is ten years after the date hereof the Initial Member and the Minority Member, shall have the right, by delivering or 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 conditions set forth herein, at any time and from time to time following in accordance with the fifth (5th) year anniversary provisions of the date hereofSecurities Act, any holder the sale of a number of LLC Units (which may or group of holders of Investor Registrable Securities (including for this purpose any of such holder’s affiliates that also hold Investor may not be Registrable Securities) holding at least 50% of all specified by the Initial Member or the Minority Member to be so sold in the initial Public Offering (an “IPO Demand”); (ii) following the initial Public Offering, each of the then outstanding Investor Registrable Securities (in Initial Member and the case of Minority Member shall have the right, by delivering, directly or indirectly, a Long-Form Registrationwritten notice to the Company, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from to require the Company registration under the Securities Act of all or any portion of such holders’ and their affiliates’ Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”)to register, or, if available, on Form S-3 (including pursuant to Rule 415 the terms of this Agreement, under and in accordance with the provisions of the Securities Act) or any similar short-form registration (“Short-Form Registrations”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be so registered and by the anticipated per share Initial Member or per unit price range for such offering. Within 20 days after receipt the Minority Member pursuant to the terms of this Agreement, (any such requestwritten 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 has converted 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 into under this Section 3(a) (except if the underwriters shall require a Piggyback 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 2 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 AgreementSection 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 underwriters managing the IPO of the Alternative IPO Entity. No 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 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 2 shall govern it3(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 “Participation Notice”) of such requested registration IPO Demand or Demand Notice to all other holders of Shareholders directly or indirectly holding Registrable Securities andand shall, subject to the provisions of Section 1(e3(b) belowhereof, shall offer to such Shareholders the opportunity to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 15 days after such Participation Notice is given by the receipt Company to such holders. All requests made pursuant to this Section 3 will specify the number of the Company’s notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand isand/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 Long-Form Registration, period of at least $25,000,000180 days (two years for 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, and however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the case request of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range Company or an underwriter of prices is provided as the anticipated per share or per unit price)Company pursuant to the provisions of this Agreement.

Requests for Registration. Subject Commencing 180 days after the Initial Public Offering, each Qualified Holder Group shall have the right by delivering a written notice to the Company (the “Demand Notice”) to require the Company to register, pursuant to the terms of this Agreement under and conditions set forth herein, at any time and from time to time following in accordance with the fifth (5th) year anniversary provisions of the date hereof, 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or 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”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the 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 anticipated per share Yorktown Qualified Holders shall be entitled collectively to a maximum of three Demand Registrations. 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 per unit price range within 120 days after the effective date of a Registration Statement filed by the Company; provided that no Demand Registration may be prohibited for such offering120-day period more often than once in a twelve-month period. Within 20 days after receipt of any such request, unless the Company has converted the request into a Piggyback No Demand Registration in accordance with Section 2 shall be deemed to have occurred for purposes of this AgreementSection 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case Section 2 the Demanding Qualified Holder Group shall govern itbe 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 “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andand shall, subject to the provisions of Section 1(e3(b) belowhereof, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 ten (10) days after such Notice is given by the receipt Company to such holders. All requests made pursuant to this Section 3 will specify the amount of the Company’s notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by and the Investors making intended methods of disposition thereof. The Company shall use commercially reasonable efforts to maintain the demand is, in effectiveness of the case Registration Statement with respect to any Demand Registration for a period of a Long-Form Registration, at least $25,000,000180 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, and however, that such period shall be extended for a period of time equal to the period the holders of Registrable Securities refrain from selling any securities included in such registration at the case request of a Short-Form Registration, at least $10,000,000 (using an underwriter of the lowest number if a range of prices is provided as Company or the anticipated per share or per unit price)Company pursuant to this Agreement.

Requests for Registration. Subject to the terms and conditions set forth herein, If at any time and on or after sixty (60) days from time to time following the fifth (5th) year anniversary of the date hereof, any holder or group of holders of Investor Registrable Securities the Company shall receive a request (including for this purpose a “Demand Notice”) from any of the Holders (such holder’s affiliates Holder making the request shall be referred to as the “Requesting Holder”) that also hold Investor Registrable Securities) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company effect the registration under the Securities Act of all or any portion of such holders’ the Requesting Holder’s Registrable Securities, and their affiliates’ Registrable 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 on Form S-1 or any similar long-form registration and Exchange Commission (the “Long-Form RegistrationsSEC”), oras promptly as practicable but in no event later than fifty-six (56) days following receipt of the Demand Notice, if available, a registration statement on Form S-3 the appropriate form relating to resales by the Requesting Holder of such Registrable Securities (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (a “Short-Form RegistrationsDemand Registration”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 ten (10) days after receipt of any 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 will give written notice of such requested registration Demand Registration to all other holders Holders of Registrable Securities. The Company shall use its reasonable best efforts to cause the registration statement to become effective under the Securities andAct, subject to Section 1(eand for Public Sale of (i) below, shall include in such registration all Registrable Securities with respect to for which the Requesting Holder shall have requested registration under this Section 2(a) and (ii) all other Registrable Securities that any Holders with rights to request registration under Section 3 (all such Holders, together with the Requesting Holder, the “Participating Holders,” and each individually a “Participating Holder”) have requested the Company has to register by request received written requests for inclusion therein by the Company within 20 fifteen (15) days after the receipt of such Holders have received the Company’s noticenotice of Demand Registration, within sixty (60) days thereafter (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). It shall be a condition to making a Demand Registration that the aggregate offering price The obligations of the Registrable Securities Company under this Section 2(a) are subject to be registered by the Investors making the demand isprovisions of Sections 2(b), in the case of a Long-Form Registration2(c), at least $25,000,000, 2(d) and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price2(e).

Requests for Registration. Subject to the terms Sections 1(c) and conditions set forth herein1(d), at any time and from time to time following after six (6) months after the fifth (5th) year anniversary closing of the date hereofIPO, any holder either the Majority Onex Shareholders or group of holders of Investor Registrable Securities the Majority Common Shareholders (including for this purpose any of the parties giving such holder’s affiliates that also hold Investor Registrable Securitiesnotice are the “Demanding Shareholders”) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from by written notice to the Company request registration under the Securities Act of all or any portion part 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 (as defined in Rule 405 under the Securities Act, a “WKSI”), if availablean automatic shelf registration statement. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offeringproposed method of distribution. Within 20 days after receipt of any such requestThe Company, unless the Company has converted the request into a Piggyback Registration in accordance with subject to Section 2 of this Agreement1(f), in which case Section 2 shall govern it, the Company shall give written notice (the “Demand Exercise Notice”) of such requested registration Demand Registration Request (1) to all other each of the holders of record of Registrable Securities and, subject (other than individuals) at least five (5) Business Days prior to Section 1(ethe filing of the requested registration statement under the Securities Act and (2) below, shall include in such registration all to each holder of Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days that is an individual, no more than five (5) Business Days after the receipt filing of the Company’s notice. It shall be a condition to making a Demand Registration that requested registration statement under the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand isAct (or, in the case of a Long-Form Registrationrequest for the filing of an automatic shelf registration statement, at least $25,000,000five (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 case Registrable Securities of the Demanding Shareholders and (y) the Registrable Securities of any other holder of Registrable Securities which shall have made a Short-Form Registration, at least $10,000,000 written request to the Company for inclusion in such registration (using which request shall specify the lowest maximum number if a range of prices is provided 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 the anticipated per share or per unit price)“Demand Registrations.”

Requests for Registration. Subject to the terms and conditions set forth hereinof this Agreement, at (i) on any time two (2) occasions from and from time to time after 180 days following the fifth IPO or, if earlier, the release (5thwhether in whole or in part) year anniversary of the date hereofShares held by an Investor pursuant to the lock-up agreement entered into with the underwriters pursuant to the IPO, any holder or group Holders of holders at least fifty percent (50%) of Investor the 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion at least twenty-five percent (25%) of such holders’ and their affiliates’ the Registrable Securities on Form S-1 F-1 or any similar long-form registration (“Long-Form Registrations”), orand (ii) on no more than two (2) occasions in any twelve (12) month period, if available, on Form S-3 Holders of at least thirty percent (including pursuant to Rule 415 30%) of the Registrable Securities may request registration under the Securities Act) Act of all or any portion of their Registrable Securities on Form 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 1(a2(a) are referred to herein as “Demand Registrations.” Each 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 the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(d) applies, upon receipt of the request for the Demand Registration, the Company shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 as promptly as reasonably practicable (but in no event later than ten days after receipt of any 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, for the Company shall Demand Registration) give written notice of such requested registration the Demand Registration to all other holders of Holders who hold Registrable Securities and, subject to the terms of Section 1(e) below2(e), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days (x) 15 days, in the case of any notice with respect to a Long-Form Registration, or (y) ten days, in the case of any notice with respect to a Short-Form Registration, after the receipt of the Company’s notice. It Each Holder agrees that such Holder shall be a condition to making a treat as confidential the receipt of the notice of Demand Registration that and shall not disclose or use the aggregate offering price information contained in such notice of Demand Registration without the prior written consent of the Registrable Securities Company or until such time as the information contained therein is or becomes available to be registered the public generally, other than as a result of disclosure by the Investors making Holder in breach of the demand is, in the case terms of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)this Agreement.

Requests for Registration. Subject to the terms and conditions set forth hereinSection 2(b) below, (i) at any time and from time to time following time, the fifth holders of a majority of (5thA) year the 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 date 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), any holder or group of either (x) the holders of Investor a majority of the 399 Venture Registrable Securities, or (y) the holders of a majority of the BRS Registrable Securities may each request (including for this purpose any of such holder’s affiliates that also hold Investor Registrable Securities1) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registrationregistration, as defined below)whether underwritten or otherwise, or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion part of such holders’ and their affiliates’ 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 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“"Short-Form Registrations”"), if available. All registrations requested available or (2) that the Company file with the SEC a registration statement under the Securities Act on any applicable form pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Rule 415 under the Securities Act (a "415 Registration"). Each request for a Demand Long-Form Registration or Short-Form Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 ten days after receipt of any such requestrequest for a Long-Form Registration, unless the Company has converted the request into a Piggyback Short-Form Registration in accordance with Section 2 of this Agreement, in which case Section 2 shall govern itor 415 Registration, the Company shall will give written notice of such requested registration to all other holders of Registrable Securities and, and will include (subject to Section 1(ethe provisions of this Agreement) below, shall include in such registration 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 's notice. It shall be a condition All registrations requested pursuant to making a in this Section 2(a) are referred to herein as "Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)Registrations".

Requests for Registration. Subject to the following paragraphs of this Section 3 and Section 5, the Sponsor shall have the right, by delivering or causing to be delivered a written notice to the Company (a “Demand Notice”), to require the Company Group to register pursuant to the terms of this Agreement, under and conditions set forth herein, at any time and from time to time following in accordance with the fifth (5th) year anniversary provisions of the date hereofSecurities Act, any holder or group the offer and sale of holders the number of Investor Registrable Securities requested to be so registered on Form S-3 (including which, unless the Sponsor requests otherwise, shall be filed pursuant to Rule 415 under the Securities Act), if the Company is then eligible for this purpose such short-form or any of such holder’s affiliates that also hold Investor Registrable Securities) holding at least 50% of all of the then outstanding Investor Registrable Securities similar or successor short-form registration (in the case of a Long“Short-Form Registration”) or, as defined below), or at least 25% of all of if the Company is not then outstanding Investor Registrable Securities (in the case of a eligible for Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion of such holders’ and their affiliates’ Registrable Securities on Form S-1 or any similar or successor long-form registration (“Long-Form RegistrationsRegistration”) (any such registration, a “Demand Registration”); provided, orhowever, if availablethat unless the Sponsor requests to have registered all of its Registrable Securities, on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-Form Registrations”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “a Demand Registrations.” Each request Notice for a Demand Registration shall specify Marketed Underwritten Offering may only be made if the approximate number sale of the Registrable Securities requested to be registered and by the anticipated per share Sponsor is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or per unit price range for such offeringcommission). Within 20 days after Following receipt of any such request, unless the Company has converted the request into a Piggyback Demand Notice for a Demand Registration in accordance with this Section 2 of this Agreement, in which case Section 2 shall govern it3(a), the Company Group shall give written notice use its reasonable best efforts to (x) file with the SEC a Registration Statement in accordance with such Demand Notice and the provisions of this Agreement as promptly as reasonably practicable and, in any event, within 30 days following receipt of such requested registration to all other holders Demand Notice in the case of Registrable Securities and, subject to Section 1(e) below, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein a Short-Form Registration or within 20 90 days after the following receipt of the Company’s notice. It shall be a condition to making a such Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, Notice in the case of a Long-Form Registration and (y) cause such Registration Statement to become; provided, however, that if a Demand Notice is delivered prior to the expiration of the IPO Lock-up Period, the Company 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 Registration, at least $25,000,000the 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 Demand Registration filed pursuant to this Section 3(a) continuously effective under the Securities Act until the earlier to occur of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Holders of Registrable Securities included in such Registration Statement. No Demand Registration shall be deemed to have occurred for purposes of this Section 3, and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 5, if (x) the Registration Statement relating thereto (and covering all Registrable Securities specified in the case 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 period required pursuant to this Section 3, (y) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a Short-Form Registrationstop order, at least $10,000,000 injunction, or similar order or requirement of the SEC during such period or (using z) the lowest 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 Sponsor’s actions. All requests made pursuant to this Section 3 shall: (i) state that it is a notice to initiate a Demand Registration under this Agreement; and (ii) specify the number if a range of prices is provided as Registrable Securities to be registered and the anticipated per share or per unit price)intended method(s) of disposition thereof.

Requests for Registration. Subject to the terms and conditions set forth herein, at any time and from time to time following the fifth The Holders of more than thirty percent (5th30%) year anniversary of the date hereof, 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), “Requesting Holders”) may request from the Company registration under the Securities Act of all or any portion part of such holders’ and their affiliates’ Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form RegistrationsRegistration”), or, if available, on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement (“Short-Form RegistrationsRegistration”); provided, if availablethat the Company shall not be required to effect a Long-Form Registration prior to the earlier of (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 Act (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. All registrations Any registration requested pursuant to this Section 1(aparagraph (a) are is referred to herein as a “Demand RegistrationsRegistration.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range proposed underwriter. In the event that the Company receives a request for such offering. Within 20 Demand Registration from the Requesting Holders, the Company shall: (i) within ten (10) days after receipt of any 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 Holders (if any) of Registrable Securities; (ii) as soon as practicable use its best efforts to file with the SEC a registration statement under the Securities and, Act; and (iii) subject to Section 1(eparagraphs (d) and (e) below, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 twenty (20) days after the receipt mailing or delivery of the Company’s notice. It shall be a condition to making a notice of such requested Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price).

Requests for Registration. Subject to the following paragraphs of this Section 3, each Significant Investor Shareholder shall have the right, by delivering, directly or indirectly, a written notice to the Corporation, to require the Corporation to register pursuant to the terms of this Agreement and conditions set forth herein, at any time and from time to time following in accordance with the fifth (5th) year anniversary provisions of the date hereofSecurities Act, any holder or group the number of holders of Investor Registrable Securities (including for requested to be so registered pursuant to the terms of this purpose any of such holder’s affiliates that also hold Investor Registrable Securities) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion of such holders’ and their affiliates’ Registrable Securities Agreement on Form S-1 or any similar or successor 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 or successor short-form registration (“Short-Form Registrations”)) (any such written notice delivered by each Significant Investor Shareholder, if available. All registrations requested a “Demand Notice” and 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 1(a) are referred to herein as “Demand Registrations.” Each request for 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 Registration Statement in connection with an underwritten Public Offering became effective, by delivering, directly or indirectly, a Demand Registration shall specify Notice to the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 days after receipt of any 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(e) below, shall include 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. It shall be a condition to making a Demand Registration Corporation; provided that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in Registration demand right may only be exercised if the case of Corporation is not eligible to use a Short-Form Registration; provided further that if the Corporation has a registration statement filed with the SEC in accordance with and pursuant to Rule 415 under the Securities Act, at least $10,000,000 (using then such demand right shall be exercised in accordance with Section 4(c). Each Significant Investor Shareholder may, in connection with any Demand Registration requested by such holder that is a Short Form Registration, require the lowest number Corporation to file such Registration Statement with the SEC in accordance with and pursuant to Rule 415 under the Securities Act including, if the Corporation is then eligible, as an automatic shelf registration. Following receipt of a range of prices is provided 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 shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the anticipated per share or per unit price)Securities Act as promptly as practicable after the filing thereof.

Requests for Registration. Subject to the following paragraphs of this Section 3(a), one or more Shareholders shall have the right, by delivering or 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 conditions set forth herein, at any time and from time to time following in accordance with the fifth (5th) year anniversary provisions of the date hereofSecurities Act, any holder or group the offer, sale and distribution of holders the number of Investor Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (including for this purpose any of which, unless all Shareholders delivering such holder’s affiliates that also hold Investor Registrable Securitiesnotice request otherwise, shall be (i) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration 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 any portion of similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such holders’ and their affiliates’ Registrable Securities short form registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), oras 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 30 days following receipt of such Demand Notice in the case of a Short-Form 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 only be made if availablethe 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 $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), on Form S-3 the Company shall 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 Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. Notwithstanding anything to the contrary in this Agreement, no later than the Mandatory Conversion Date (including as defined in the Certificate of Designations), the Company shall register pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Act and cause to 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 Registrations”Registration, registering all of the Registrable Securities to be received by the Shareholders as a result of the 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 (and, in each case, the offer, sale and distribution thereof); provided, however, that if the Company is not then eligible to use an Automatic Shelf Registration Statement or another Short-Form Registration, the Company may 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 Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(e), if available. All registrations requested (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 period required pursuant to this Section 1(a3 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 referred not satisfied other than as a result of the Shareholders’ actions. All requests made pursuant to herein as “Demand Registrations.” Each request for a Demand Registration shall this Section 3 will specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offeringintended method(s) of disposition thereof. Within 20 days after receipt of any such request, unless the Company has converted the request into Except as otherwise agreed by all Shareholders with Registrable Securities subject to a Piggyback Registration in accordance with Section 2 of this Agreement, in which case Section 2 shall govern itDemand Registration, the Company shall give 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. Within five business days after receipt by the Company of a Demand Notice pursuant to this Section 3(a), the Company shall deliver a written notice of any such requested registration Demand Notice to all other holders of Registrable Securities andSecurities, and the Company shall, subject to the provisions of Section 1(e) below3(b), shall include in such registration Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 10 business days after the receipt 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 Company’s noticeRegistrable Securities. It All requests made pursuant to the preceding sentence shall be a condition to making a Demand Registration that specify the aggregate offering price amount of the Registrable Securities to be registered by and the Investors making the demand is, in the case intended method of a Long-Form Registration, at least $25,000,000, and in the case distribution of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)such securities.

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 terms limitations contained in Sections 1(b) and conditions set forth herein(c), at any time and from time to time following time, the fifth (5th) year anniversary holders of a majority of the date hereofTPG Group Registrable Securities, any holder or group of ▇.▇. Cosmestics, Corp. and its Permitted Transferees (the “JAC Group”), who in the aggregate are the holders of Investor a majority of the Other Registrable Securities held by the JAC Group (including for this purpose any of such holder’s affiliates that also hold Investor the “JAC Group Registrable Securities) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below”), or at least 25% the holders of all a majority of the then outstanding Investor Other Registrable Securities held by the Amin Group (in the case of a Short-Form Registration“Amin Group Registrable Securities”), as defined below)applicable, may request from the Company registration under the Securities Act of all or any portion part of such holders’ and their affiliates’ 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, if availableas applicable, respectively holds at least five percent (5%) of the Registrable Securities outstanding at the time of such request. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 five (5) days after receipt of any 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(e) below1(d), shall will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein from such Persons within 20 five (5) days after the receipt of the Company’s notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price).

Requests for Registration. Subject to the terms and conditions set forth hereinfollowing paragraphs of this Section 4(a), at any time and from time to time following the fifth Initial Public Offering (5th) year anniversary but not including the Initial Public Offering), each Stockholder shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the date hereofSecurities Act, any holder or group the sale by such Stockholder of holders a number of Investor Registrable Securities (including for this purpose any of specified by such holder’s affiliates that also hold Investor Registrable Securities) holding at least 50% of all of the then outstanding Investor Registrable Securities (Stockholder, in the each case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion of such holders’ and their affiliates’ Registrable Securities on Form S-1 or any similar or successor 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 or successor short-form registration (“Short-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”); provided, if available. All registrations requested however, that the Corporation shall only be required to effect a Demand Registration pursuant to this Section 1(a4(a) are referred if such Demand Registration (including any Registrable Securities included in such Demand Registration pursuant to herein as “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 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 Registrations.” Each request Notice for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 days after receipt of any such request, unless the Company has converted the request into a Piggyback Registration in accordance with this Section 2 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 this Agreementthe related Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof (subject to the second proviso in the immediately preceding sentence), but in no event later than ninety (90) days after the date of the related Demand Notice. Promptly (and, in which case any event, within five (5) days) after receipt by the Corporation of a Demand Notice in accordance with this Section 2 shall govern it4(a), the Company Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andand shall, subject to the provisions of Section 1(e) below4(b), shall include in such registration all Registrable Securities with respect to which the Company has Corporation received written requests for inclusion therein within 20 ten (10) days after such Notice is given by the receipt Corporation to such holders. All requests made pursuant to this Section 4 will specify the number of the Company’s notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by and the Investors making intended methods of disposition thereof. The Corporation shall be required to maintain the demand is, in effectiveness of the case Registration Statement with respect to any Demand Registration for a period of a Long-Form Registration, at least $25,000,000one hundred eighty (180) days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, and however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the case request of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range Corporation or an underwriter of prices is provided as the anticipated per share or per unit price)Corporation pursuant to the provisions of this Agreement.

Requests for Registration. Subject to the terms and conditions set forth herein, at (i) At any time and from time to time following after the fifth (5th) year anniversary of the date hereof, 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 then outstanding Investor Registrable Securities (in the case closing of a Long-Form RegistrationQualified Public Offering, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), Demand Party may request from the Company registration registration, whether underwritten or otherwise, under the Securities Act of all or any portion part of such holders’ and their affiliates’ 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”), or, if available, on Form S-3 (including pursuant to Rule 415 under the Securities ActB) or any similar short-form registration (“Short-Form Registrations”), if available$100,000,000 in Aggregate Offering Price of Registrable Securities. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each such request for a Demand Registration registration shall specify the approximate number and class of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. . (ii) Within 20 ten (10) days after receipt of any such request, unless the Company has converted the request into for a Piggyback Registration in accordance with Section 2 of this Agreement, in which case Section 2 shall govern itregistration, the Company shall will give written notice (a "Demand Notice") of such requested registration (including the number of Registrable Securities included and the possible intended methods of disposition thereof) to all other holders Holders of Registrable Securities andSecurities, if any (including, in the case of a Demand Registration involving Common Stock, all Partnership Unit Holders for purposes of this Section 3(a)(ii) but subject to Section 1(e4(e) belowhereof and all applicable restrictions and limitations on the redemption of Partnership Units set forth in the ARC IV Partnership Agreement, shall 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 Company’s notice. It 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 making a the participation by any Partnership Unit Holder in any such Demand Registration that no provision of the aggregate offering price 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 ARC IV a notice of redemption, together with the certificates evidencing the Partnership Units to be converted into the Registrable Securities to be registered by included in such offering (the Investors making "Redemption Notice Package") not less than five (5) Business Days prior to the demand isclosing date of such offering, and (2) in the case of any other offering, such Partnership Unit Holder shall have delivered to ARC IV a Long-Form RegistrationRedemption Notice Package a reasonable time prior to the proposed sale of such Holder's Registrable Securities in such offering, at least $25,000,000, and in as determined by the case of a Short-Form Registration, at least $10,000,000 Company. (using the lowest number if a range of prices is provided iii) All registrations requested pursuant to this Section 3(a) are referred to herein as the anticipated per share or per unit price)"Demand Registrations."

Requests for Registration. Subject to the following paragraphs of this Section 3(a), one or more Shareholders shall have the right, by delivering or 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 conditions set forth herein, at any time and from time to time following in accordance with the fifth (5th) year anniversary provisions of the date hereofSecurities Act, any holder or group the offer, sale and distribution of holders the number of Investor Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (including for this purpose any of which, unless all Shareholders delivering such holder’s affiliates that also hold Investor Registrable Securitiesnotice request otherwise, shall be (i) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration 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 any portion of similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such holders’ and their affiliates’ Registrable Securities short form registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), oras soon as reasonably practicable after delivery of such Demand Notice, if availablebut, on Form S-3 (including pursuant in any event, the Company shall be required to Rule 415 under make the Securities Act) or any similar short-form registration (“initial filing of the Registration Statement within 30 days following receipt of such Demand Notice in the case of a Short-Form Registrations”)Registration or within 90 days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, if available. All registrations requested pursuant however, that, unless a Shareholder requests to this Section 1(a) are referred to herein as “have registered all of its Registrable Securities, a Demand Registrations.” Each request Notice for a Demand Registration shall specify Marketed Offering may only be made if the approximate number sale of the Registrable Securities requested to be registered and the anticipated per share by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or per unit price range for such offeringcommission). Within 20 days after Following receipt of any such request, unless the Company has converted the request into a Piggyback Demand Notice for a Demand Registration in accordance with this Section 2 of this Agreement, in which case Section 2 shall govern it3(a), the Company shall give 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 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(a), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(e), 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 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 than as a result of the Shareholders’ actions. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be 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 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 business days after receipt by the Company of a Demand Notice pursuant to this Section 3(a), the Company shall deliver a written notice of any such requested registration Demand Notice to all other holders of Registrable Securities andSecurities, and the Company shall, subject to the provisions of Section 1(e) below3(b), shall include in such registration 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 20 10 business days after the receipt date that such notice has been delivered; provided that such holders must agree to the method of distribution proposed by the Company’s notice. It shall be a condition to making a Shareholders who delivered the Demand Registration that Notice and, in connection with any underwritten registration, such holders (together with the aggregate offering price 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 to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)Securities.

Requests for Registration. Subject to the following paragraph of this Section 3(a), a Qualified Holder shall have the right by delivering a written notice to the Corporation (a “Demand Notice”) to require the Corporation to register, pursuant to the terms of this Agreement under and conditions set forth hereinin accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement (a “Demand Registration”); provided, however, that a Demand Notice may only be made (i) at any time and from time to time following the fifth after a Qualified Public Offering (5th) year anniversary of the date hereof, 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 then outstanding Investor Registrable Securities (except in the case of a LongPre-Form QPO Demand Registration, as defined below) 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 at least 25% of all of the then outstanding Investor Registrable Securities (60 days in the case of a ShortPre-Form 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 Blackstone Qualified Holders shall be entitled to an aggregate maximum of two 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 defined below)the case may be, may request from as of the Company time of delivery to the Corporation of such Pre-QPO Demand Notice. 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 all or any portion of such holders’ and their affiliates’ Registrable Securities on Form S-1 or any similar long-form its securities, each Qualified Holder shall be entitled to request that a Demand Registration be a “shelf” registration (“Long-Form Registrations”), or, if available, on Form S-3 (including 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 any similar shortwithin 120 days after the effective date of a Registration Statement filed by the Corporation; provided that no Demand Registration or Pre-form registration 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 (“Short-Form Registrations”), if available. All registrations requested i) does not become effective (ii) is not maintained effective for the period required pursuant to this Section 1(a3, or (iii) are referred the offering of the Registrable Securities pursuant to herein as “Demand Registrations.” Each request for such Registration Statement is subject to a Demand Registration shall specify stop order, injunction or similar order or requirement of the approximate number SEC during such period in which case such requesting holder of Registrable Securities requested shall be entitled to be registered and an additional Demand Registration or Pre-QPO Demand Registration, as the anticipated per share or per unit price range for such offeringcase may be, in lieu thereof. Within 20 10 days after receipt by the Corporation of any 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 itDemand Notice or a Pre-QPO Demand Notice, the Company Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice or Pre-QPO Demand Notice to all other holders of Registrable Securities andand shall, subject to the provisions of Section 1(e3(b) belowhereof, shall include in such registration all Registrable Securities with respect to which the Company has Corporation received written requests for inclusion therein within 20 10 days after such Notice is given by the receipt Corporation to such holders. All requests made pursuant to this Section 3 will specify the number of the Company’s notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by and the Investors making intended methods of disposition thereof. The Corporation shall be required to maintain the demand is, effectiveness of the Registration Statement (except in the case of a Longrequested “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 of an underwriter of the Corporation or 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 of such 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-Form Registrationeffective amendment to such Registration Statement removing such Common Stock. Notwithstanding anything contained herein to the contrary, the Corporation hereby agrees that (i) any Demand Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ chart and the plan of distribution) as may be reasonably requested by a holder of Registrable Securities to allow for a distribution to, and resale by, the direct and indirect partners, members or stockholders of a holder of Registrable Securities (a “Partner Distribution”) and (ii) the Corporation shall, at least $25,000,000the request of any holder of Registrable Securities seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and to otherwise take any action necessary to include such language, if such language was not included in the case of a Short-Form Registrationinitial Registration Statement, at least $10,000,000 (using the lowest number or revise such language if a range of prices is provided as the anticipated per share or per unit price)deemed reasonably necessary by such holder to effect such Partner Distribution.

Requests for Registration. Subject to the terms and conditions set forth herein, at any time and from time to time following the fifth (5tha) year anniversary of the date hereof, 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from After the Company becomes eligible for registration under the Securities Act of all or 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, its Common Stock on Form S-3 (including pursuant to Rule 415 under the 1933 Act (or such successor form as may be approved by the Securities Actand Exchange Commission) or any similar short-form registration in a Secondary Offering (“Short-as that term is defined in the "Eligibility Requirements for Use of Form Registrations”S-3"), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each the Warrantholder may request that the Company file a registration statement on Form S-3 for a Demand Registration shall specify the approximate number of public offering covering Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offeringSecurities. Within 20 days after Upon receipt of any 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 promptly use its best efforts to cause such requested registration to all other holders of Registrable Securities and, subject to Section 1(e) below, shall include 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. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered on such form and qualified in such jurisdictions as the Warrantholder may reasonably request, and to 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 effective date thereof, whichever first occurs. (b) If, at the time of the Warrantholder's request under subsection 3.2(a), the 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 account of others. If the Company shall furnish to the Warrantholder a certificate signed by the Investors making President of the demand isCompany stating that, in the case good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed at the time of the Warrantholder's request, and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 60 days after receipt of the request of the Warrantholder. Notwithstanding anything to the contrary contained in this Agreement or in the Warrants, (i) the 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 (ii) the Warrants shall not expire until at least 90 days after the effective date of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit priceregistration timely requested under subsection 3.2(a).

Requests for Registration. Subject to the following paragraphs of this Section 3(a), (i) upon the requisite approval of the Board, Allstar shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and conditions set forth hereinin accordance with the provisions of the Securities Act, the offer and sale in an Initial Public Offering of 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 any time and from time to time following the fifth (5th) year anniversary request of the date hereofAllstar, any holder or group an offering 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% and (ii) following the Initial Public Offering, each of all KKR Shareholders and ▇▇▇▇▇▇▇ Shareholders shall have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and in accordance with the provisions of the then outstanding Investor Securities Act, the offer and sale of the number of Registrable Securities (in requested to be so registered pursuant to the case terms of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion of such holders’ and their affiliates’ Registrable Securities 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 (including pursuant to Rule 415 under the Securities Act) or any similar or successor short-form registration (“Short-Form Registrations”)) (any such written notice, if available. All registrations requested pursuant to this Section 1(a) are referred to herein as a “Demand Registrations.Notice” Each request for and any such registration, a “Demand Registration”); provided, however, that a Demand Registration shall specify Notice may only be made if the approximate number sale of the Registrable Securities requested to be registered and 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 anticipated per share or per unit price range for such offering. Within 20 days after receipt case of any such requestLong-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 Company has converted 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 into under this Section 3(a) within a Piggyback 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 statement with the SEC in accordance with and pursuant to Rule 415 under the Securities Act including, if the 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), as an automatic shelf registration (a “Shelf Registration Statement”). Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2 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 AgreementSection 3, and shall not count as a Demand Notice for purposes of Section 3(e), if (w) the 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 included in such Registration Statement as a result of a Demand Cutback or (z) the 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 some 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. Within 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, in which case Section 2 no Notice shall govern itbe required), the Company Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andand shall, subject to the provisions of Section 1(e3(b) belowhereof, shall include in such registration all Registrable Securities with respect to which the Company has Corporation received written requests for inclusion therein within 20 days after such Notice is given by the receipt Corporation to such holders, it being understood that any such request for inclusion of the Company’s notice. It Registrable Securities given by a holder (including if given by a ▇▇▇▇▇▇▇ Shareholder) shall not be a condition to making considered a Demand Registration that Notice for purposes of Section 3(e). The parties agree that, if the aggregate offering price Corporation is effecting an Initial Public Offering in which Allstar or any of its Affiliates is selling (or causing to be sold) Common Stock on a secondary basis, 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 number of Registrable Securities to be registered by the Investors making the demand isand/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 Long-Form Registration, period of at least $25,000,000180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request of the Corporation or an underwriter of the Corporation pursuant to the 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 (A) the date when all of the Registrable Securities covered by such Shelf Registration Statement have been sold and in (B) the case of a Short-Form Registration, at least $10,000,000 (using date on which the lowest number if a range of prices is provided as Registrable Securities covered by the anticipated per share Shelf Registration Statement are eligible to be sold or per unit price)transferred without being subject to any holding period or volume limitations pursuant to Rule 144.

Requests for Registration. Subject to the terms and conditions set forth hereinof this Agreement, at any time and from time to time following the fifth (5th) year anniversary of the date hereof, 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), each Controlling Holder may request from the Company registration under the Securities Act of all or 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, and each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-Form Registrations”), ) if available. All registrations requested pursuant to this Section 1(a2(a) are referred to herein as “Demand Registrations.” Each The Controlling Holder making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and, if the Company is a WKSI at the time any request for a Demand Registration shall specify is submitted to the approximate number Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Except to the extent that Section 2(c) applies, within five Business Days of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 days after receipt of any such request, unless the Company has converted the a request into for a Piggyback Registration in accordance with Section 2 of this Agreement, in which case Section 2 shall govern itDemand Registration, the Company shall give written notice of such requested registration the Demand Registration to all other holders of Registrable Securities Holders and, subject to the terms of Section 1(e) below2(d), shall include in such registration Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities of each Holder with respect to which the Company has received a written requests request for inclusion therein within 20 days five Business Days after the receipt of date the Company’s noticenotice was delivered. It shall be a condition Notwithstanding the foregoing, other than delivery to making a Demand Registration that the aggregate offering price each Holder of the Registrable Securities written notice in accordance with this Section 2(a), the Company shall not be required to take any action that would otherwise be registered by the Investors making the demand is, required under this Section 2 if such action would violate Section 4(a) hereof or any similar provision contained in the case of a Long-Form Registration, at least $25,000,000, and underwriting agreement entered into in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)connection with any underwritten Public Offering.

Requests for Registration. Subject to the terms and conditions set forth hereinprovisions of this Article V, at any time and from time to time following the fifth (5th) year anniversary of the date hereof, any holder or group of holders of Investor a majority of Vestar Securities that constitute Registrable Securities shall have the right (including for this purpose any of such holder’s affiliates that also hold Investor Registrable Securitiesthe “Vestar Demand Right”) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may to request from the Company registration under the Securities Act of all or any portion of such holders’ and their affiliates’ 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 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-Form RegistrationsDemand Registration”), if available. All registrations requested pursuant such registration is available to this Section 1(a) are referred the Company, by delivering a written notice to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate principal business office of the Company, which notice identifies the Requesting Holders and specifies the number of Registrable Securities requested to be registered and included in such registration (the anticipated per share or per unit price range for such offering“Registration Request”). Within 20 days after receipt of any such request, unless Subject to the Company has converted the request into a Piggyback Registration restrictions set forth in accordance with Section 2 of this Agreement, in which case Section 2 shall govern it5.1(d), the Company shall will give prompt written notice of such requested registration Registration Request (the “Registration Notice”) to all other holders of Registrable Securities and, subject and will thereupon use its best efforts to Section 1(eeffect the registration (a “Demand Registration”) below, shall include in such registration all under the Securities Act on any form available to the Company of: (i) the Registrable Securities with respect requested to be registered by the Requesting Holders; (ii) all other Registrable Securities of the same type and class which the Company has received a written requests for inclusion therein request to register within 20 30 days after the receipt Registration Notice is given and any securities of the Company’s notice. It shall Company proposed to be a condition included in such registration by the Company for its own account; and (iii) any securities of the Company proposed to making a Demand be included in such registration by the holders of registration rights granted other than pursuant to this Agreement (“Other Registration Rights”), provided that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)Company has complied with Section 5.1(f) hereof.

Requests for Registration. (i) Subject to the terms and conditions set forth hereinhereof, at any time and from time to time following after the fifth (5th) year anniversary date of the date hereof, any holder or group first Public Offering 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), Flex Common Stock SICPA may request from the Company in writing registration under the Securities Act of 1933, as amended (the "Securities Act"), of all or part of its Common Stock (any portion of such holders’ and their affiliates’ Registrable Securities on Form S-1 or any similar long-form requested 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”), if available. All registrations requested pursuant to this Section 1(a) are is hereinafter referred to herein as “a "Demand RegistrationsRegistration"). The number of Demand Registrations SICPA shall be entitled to request shall be two (2).” (ii) An SEC registration of Common Stock shall not be counted as a Demand Registration for purposes of the limit in Section 1.a.(i) of this Exhibit B until such registration has become effective (unless such Demand Registration has not become effective due solely to the fault of SICPA). Each request for a Demand Registration shall specify the approximate number of Registrable Securities shares of Common Stock requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 days after receipt of any such request, unless the Company has converted the request into a Piggyback Registration in accordance with Section 2 of this Agreement. (iii) If, in which case Section 2 shall govern itconnection with any Demand Registration, the Company managing underwriter(s) to Flex in connection with such SEC registration advises Flex in writing that, in its opinion, the number of shares of Common Stock to be registered would materially and adversely affect the success or price of the offering, then the number of shares to be included in such Demand Registration shall give written notice 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 such shares of Common Stock (if any) requested registration to all other holders of Registrable Securities and, subject to Section 1(e) below, shall include be included in such registration all Registrable Securities with respect by any shareholders of Flex other than SICPA and (2) then, if and to which the Company has received written requests extent further reductions are necessary, by reducing the number of shares of Common Stock requested to be included therein by SICPA. If by such reduction the number of shares of Common Stock included in such registration for inclusion therein within 20 days after the receipt SICPA represents less than one-third of the Company’s notice. It shall be a condition to making a Demand Registration that the aggregate offering price total number of the Registrable Securities shares requested to be registered by SICPA, then such registration shall not be counted against the Investors making the demand is, in the case number of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices Demand Registrations to which SICPA is provided as the anticipated per share or per unit price)entitled under Section 1.a.(i) hereof.

Requests for Registration. Subject A Major Shareholder shall, subject to Section 3(e), have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and conditions set forth herein, at any time and from time to time following in accordance with the fifth (5th) year anniversary provisions of the date hereof, 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or 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 , the number of Registrable Securities held by such Major Shareholder requested to be so registered pursuant to the terms of this Agreement (any similar short-form registration (such written notice, a “Short-Form RegistrationsDemand Notice” and any such registration, a “Demand Registration”); provided, if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for however, that a Demand Registration shall specify Notice may only be made if the approximate number sale of the Registrable Securities requested to be registered and 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 commission). Any Demand Notice may request that the anticipated per share or per unit price range for such offeringCorporation register Registrable Securities on an appropriate form, including a shelf registration statement, and, if the Corporation is a WKSI, an automatic shelf registration statement. Within 20 days after Following receipt of any such request, unless the Company has converted the request into a Piggyback Demand Notice for a Demand Registration in accordance with this Section 2 3(a), the Corporation shall, subject to Section 3(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 AgreementSection 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 Section 2 shall govern itcase, the Company 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 “Notice”) of such requested registration Demand Notice (including any Demand Notice delivered pursuant to Section 3(e)(ii)) to all other holders of Registrable Securities andand shall, subject to the provisions of Section 1(e3(b) belowhereof, shall include in such registration all Registrable Securities with respect to which the Company has Corporation received written requests for inclusion therein within 20 days after such Notice is given by the receipt Corporation to such holders. Notwithstanding the foregoing, the Corporation may delay any Demand Notice until after filing a Registration Statement, so long as all recipients of such notice have the Company’s noticesame amount of time to determine whether to participate in an offering as they would have had if such notice had not been so delayed. It shall be a condition The Corporation may, subject to making Section 3(b), elect to include in any Registration Statement and offering pursuant to a Demand Registration that Registration, (i) authorized but unissued shares of Class A Common Stock or shares of Class A Common Stock held by the aggregate offering price 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 by registered, and the Investors making intended methods of disposition thereof. The Corporation shall be required to maintain the demand is, effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days (or three years in the case of a Long-Form Registrationshelf 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 time equal to the period the holder of Registrable Securities refrains from selling any securities included in such Registration Statement at least $25,000,000, and in the case request of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range Corporation or an underwriter of prices is provided as the anticipated per share or per unit price)Corporation pursuant to the provisions of this Agreement.

Requests for Registration. Subject (a) Notwithstanding the limitations set forth in Section 8.3 above, subject to the terms Ownership Limit and conditions set forth hereinthe discretion of the Company, at any time and from time all Limited Partners in the aggregate may request the registration of L.P. Units prior to time following the fifth (5th) year first anniversary of the date hereof, any holder or group Closing Date in connection with the registration of holders an aggregate of Investor Registrable Securities (including for this purpose any 500,000 shares of such holder’s affiliates that also hold Investor Registrable Securities) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of Common Stock on a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or 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 or another appropriate form pursuant to Rule 415 under the Securities Act) Act (or any similar short-form registration (“Short-Form Registrations”successor rule or regulation), if availableupon converting L.P. Units into shares of Common Stock. All registrations requested Such registration shall be subject to the 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 this Section 1(aRule 415 of the Securities Act (or any successor rule or regulation) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 days after receipt of any such request, unless the Company has converted the request into a Piggyback Registration in accordance with the requirements of Section 2 of this Agreement, in which case Section 2 shall govern it8.3, the Company shall promptly give written notice of such requested registration request to all Limited Partners and shall, subject to the limitations set forth below, effect as soon as practicable, and in any 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 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 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 holders 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 andthat may be included in the underwriting shall be allocated among all Limited Partners, subject including the Initiating Holders, in proportion (as nearly as practicable) to Section 1(e) below, shall include in such registration all the amount of Registrable Securities with respect to which of the Company has received written requests for inclusion therein within 20 days after the receipt of the Company’s notice. It shall be a condition to making a Demand Registration owned by each Holder; provided however, that the aggregate offering price number of the shares of Registrable Securities to be registered included in such underwriting shall not be reduced unless all other securities to be offered for sale by any security holder are first entirely excluded from the Investors making underwriting. In addition, any registration pursuant to this Section 8.4(b) shall be subject to the demand is, Blackout Period described in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)Section 8.3.

Requests for Registration. Subject to the terms following paragraphs of this Section 3(a), on or after the release from escrow of all Purchased Shares from any Subaccount pursuant to the Merger Agreement, Warrant Escrow Agreement and conditions set forth hereinthe Escrow Agreement, at any time and from time to time following the fifth (5th) year anniversary holders of a majority of the date hereof, 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 shall have the then outstanding Investor Registrable Securities (in right, by delivering a written notice to the case of a Long-Form RegistrationCorporation, as defined below)to require the Corporation to register, or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or 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 the terms of this Agreement, under and in accordance with the provisions of the Securities Act) or any similar short-form registration (“Short-Form Registrations”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate 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 the anticipated per share or per unit price range for such offering. Within 20 Corporation shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) within a period of one hundred eighty (180) days after the effective date of any other registration statement relating to any registration request under this Section 3(a). Following receipt of any such request, unless the Company has converted the request into a Piggyback Demand Notice for a Demand Registration in accordance with this Section 2 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 AgreementSection 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 case, such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Corporation of a Demand Notice in accordance with this Section 2 shall govern it3(a), the Company Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andand shall, subject to the provisions of Section 1(e3(b) belowhereof, shall include in such registration all Registrable Securities with respect to which the Company has Corporation received written requests for inclusion therein within 20 twenty-five (25) days after such Notice is given by the receipt Corporation to such holders. All requests made pursuant to this Section 3 will specify the number of the Company’s notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by and the Investors making intended methods of disposition thereof. The Corporation shall be required to maintain the demand is, in effectiveness of the case Registration Statement with respect to any Demand Registration for a period of a Long-Form Registration, at least $25,000,000one hundred eighty (180) days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, and however, that such period shall be extended for a period of time equal to the period the holders of Registrable Securities covered by such Demand Registration refrains from selling any securities included in such Registration Statement at the case request of a Short-Form Registrationthe Corporation or an underwriter of the Corporation pursuant to the provisions of this Agreement; provided, at least $10,000,000 (using further, that the lowest number if a range Corporation shall use its reasonable best efforts to keep any shelf registration statement continuously effective until such time as each of prices is provided as the anticipated per share Registrable Securities registered pursuant to such shelf registration statement has been sold in one or per unit price)more Shelf Underwritten Offerings or otherwise.

Requests for Registration. Subject to the terms and conditions set forth hereinfollowing paragraphs of this Section 3(b), at any time and from time to time following the fifth (5th) year anniversary expiration of the date hereofRestricted Period, any holder or group the Shareholders holding a majority of holders of Investor the then-outstanding Registrable Securities (including for shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this purpose any of such holder’s affiliates that also hold Investor Registrable Securities) holding at least 50% of all Agreement, under and in accordance with the provisions of the then outstanding Investor 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 (in the case of a Long-Form Registrationwhich, as defined below)unless all Shareholders delivering such notice request otherwise, or at least 25% of all of the then outstanding Investor Registrable Securities shall be (in the case of a Short-Form Registration, as defined below), may request from the Company registration 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 any portion of similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such holders’ and their affiliates’ Registrable Securities short form registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), oras soon as reasonably practicable after delivery of such Demand Notice, if availablebut, on Form S-3 in any event, the Company shall be required to make the initial filing of the Registration Statement within thirty (including pursuant to Rule 415 under 30) days following receipt of such Demand Notice in the Securities Act) or any similar short-form registration (“case of a Short-Form Registrations”)Registration or within sixty (60) days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, if available. All registrations requested pursuant however, that unless a Shareholder requests to this Section 1(a) are referred to herein as “have registered all of its Registrable Securities, a Demand Registrations.” Each request Notice for a Demand Registration shall specify Marketed Offering may only be made if the approximate number sale of the Registrable Securities requested to be registered and the anticipated per share 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 per unit price range for such offeringcommission). Within 20 days after Following receipt of any such request, unless the Company has converted the request into a Piggyback Demand Notice for a Demand Registration in accordance with this Section 2 of this Agreement, in which case Section 2 shall govern it3(b), the Company shall give 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 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 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 Underwritten Offering, 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. (iv) Within three (3) Business Days after receipt by the Company of a Demand Notice pursuant to this Section 3(b), the Company shall deliver a written notice of any such requested registration Demand Notice to all other holders of Registrable Securities andSecurities, and the Company shall, subject to the provisions of Section 1(e) below3(c), shall include in such registration Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 five (5) days 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 holders (together with the Company’s notice. It shall be a condition to making a Demand Registration that ) must enter into an underwriting agreement in the aggregate offering price form reasonably approved by the Company and the Shareholders holding the majority of the Registrable Securities subject to such Underwritten Registration. All requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered by registered. For the Investors making the demand isavoidance of doubt, in the case of an Underwritten Registration pursuant to a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)Demand Registration may be made pursuant to an effective shelf Registration Statement filed pursuant to Section 3(a) hereof.

Requests for Registration. Subject to the terms and conditions set forth hereinfollowing paragraphs of this Section 3(b), at any time and from time to time following the fifth (5th) year anniversary Closing, one or more Shareholders shall have the right, by delivering or 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 date hereofSecurities Act, any holder or group the offer, sale and distribution of holders the number of Investor Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (including which, unless all Shareholders delivering such notice request otherwise, shall be (A) filed pursuant to Rule 415 of 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 this purpose 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 holder’s affiliates that also hold Investor Registrable Securities) holding at least 50% of all Demand Notice, but, in any event, the Company shall be required to make the initial filing of the then outstanding Investor Registrable Securities 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, as defined below)however, or at least 25% of that, unless a Shareholder requests to have registered all of the then outstanding Investor its Registrable Securities (in the case of a Short-Form RegistrationSecurities, as defined below), may request from the Company registration under the Securities Act of all or 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”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify Notice may only be made if the approximate number sale of the Registrable Securities requested to be registered and the anticipated per share 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 per unit price range for such offeringcommission). Within 20 days after Following receipt of any such request, unless the Company has converted the request into a Piggyback Demand Notice for a Demand Registration in accordance with this Section 2 of this Agreement, in which case Section 2 shall govern it3(b), the Company shall give 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 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 of 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, 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 Company of a Demand Notice pursuant to this Section 3(b) (the “Triggering Demand Notice”), the Company shall deliver a written notice of any such requested registration Demand Notice to all other holders of Registrable Securities andSecurities, and the Company shall, subject to the provisions of Section 1(e) below3(c), shall include in such registration 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 Notice under this Agreement (whether or not any of the other Shareholders demanding such inclusion have exercised such Shareholders’ conversion rights) within 20 five (5) days 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 Company’s noticeplan 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 Notice as if they were such Shareholders. It All requests made pursuant to the preceding sentence shall be a condition to making a Demand Registration that specify the aggregate offering price amount of the Registrable Securities to be registered by and the Investors making intended method of distribution of such securities. (v) For the demand isavoidance of doubt, in the case of an underwritten registration pursuant to a Long-Form RegistrationDemand Registration must be made pursuant to an effective shelf Registration Statement filed pursuant to Section 3(a) hereof, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices an effective shelf Registration Statement is provided as the anticipated per share or per unit price)available.

Requests for Registration. Subject to the terms and conditions set forth hereinfollowing paragraphs of this Section 3(b), at any time and from time to time following the fifth (5th) year anniversary Closing, one or more Shareholders shall have the right, by delivering or 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 date hereofSecurities Act, any holder or group the offer, sale and distribution of holders the number of Investor Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (including for this purpose any of which, unless all Shareholders delivering such holder’s affiliates that also hold Investor Registrable Securitiesnotice request otherwise, shall be (A) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration 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 any portion of similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such holders’ and their affiliates’ Registrable Securities short form registration, on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), oras soon as reasonably practicable after delivery of such Demand Notice, if availablebut, on Form S-3 in any event, the Company shall be required to make the initial filing of the Registration Statement within thirty (including pursuant to Rule 415 under 30) days following receipt of such Demand Notice in the Securities Act) or any similar short-form registration (“case of a Short-Form Registrations”)Registration or within sixty (60) days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, if available. All registrations requested pursuant however, that unless a Shareholder requests to this Section 1(a) are referred to herein as “have registered all of its Registrable Securities, a Demand Registrations.” Each request Notice for a Demand Registration shall specify Marketed Offering may only be made if the approximate number sale of the Registrable Securities requested to be registered and the anticipated per share 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 per unit price range for such offeringcommission). Within 20 days after Following receipt of any such request, unless the Company has converted the request into a Piggyback Demand Notice for a Demand Registration in accordance with this Section 2 of this Agreement, in which case Section 2 shall govern it3(b), the Company shall give 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 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 this Section 3 or (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. (iv) Within three (3) business days after receipt by the Company of a Demand Notice pursuant to this Section 3(b), the Company shall deliver a written notice of any such requested registration Demand Notice to all other holders of Registrable Securities andSecurities, and the Company shall, subject to the provisions of Section 1(e) below3(c), shall include in such registration 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 20 three (3) days after the receipt 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’s notice) must enter into an underwriting agreement in the form reasonably approved by the Company and the Shareholders holding the majority of the Registrable Securities. It All requests made pursuant to the preceding sentence shall be a condition to making a Demand Registration that specify the aggregate offering price amount of the Registrable Securities to be registered by and the Investors making intended method of distribution of such securities. For the demand isavoidance of doubt, in the case of an underwritten registration pursuant to a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)Demand Registration may be made pursuant to an effective shelf Registration Statement filed pursuant to Section 3(a) hereof.

Requests for Registration. Subject to the terms and conditions set forth hereinfollowing paragraphs of this Section 3(b), at any time and from time to time following the fifth (5th) year anniversary Closing, one or more Shareholders shall have the right, by delivering or 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 date hereofSecurities Act, any holder or group the offer, sale and distribution of holders the number of Investor Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form S-3 (including which, unless all Shareholders delivering such notice request otherwise, shall be (A) filed pursuant to Rule 415 of 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 this purpose 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 holder’s affiliates that also hold Investor Registrable Securities) holding at least 50% of all Demand Notice, but, in any event, the Company shall be required to make the initial filing of the then outstanding Investor Registrable Securities 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, as defined below)however, or at least 25% of that, unless a Shareholder requests to have registered all of the then outstanding Investor its Registrable Securities (in the case of a Short-Form RegistrationSecurities, as defined below), may request from the Company registration under the Securities Act of all or 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”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify Notice may only be made if the approximate number sale of the Registrable Securities requested to be registered and the anticipated per share 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 per unit price range for such offeringcommission). Within 20 days after Following receipt of any such request, unless the Company has converted the request into a Piggyback Demand Notice for a Demand Registration in accordance with this Section 2 of this Agreement, in which case Section 2 shall govern it3(b), the Company shall give 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 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 of 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, 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 Company of a Demand Notice pursuant to this Section 3(b) (the “Triggering Demand Notice”), the Company shall deliver a written notice of any such requested registration Demand Notice to all other holders of Registrable Securities andSecurities, and the Company shall, subject to the provisions of Section 1(e) below3(c), shall include in such registration 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 Notice under this Agreement (whether or not any of the other Shareholders demanding such inclusion have exercised such Shareholders’ conversion rights) within 20 five (5) days 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 Company’s noticeplan 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 Notice as if they were such Shareholders. It All requests made pursuant to the preceding sentence shall be a condition to making a Demand Registration that specify the aggregate offering price amount of the Registrable Securities to be registered by and the Investors making intended method of distribution of such securities. (v) For the demand isavoidance of doubt, in the case of an underwritten registration pursuant to a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)Demand Registration may be made pursuant to an effective shelf Registration Statement filed pursuant to Section 3(a) hereof.

Requests for Registration. (a) Subject to the terms Sections 1.2 and conditions set forth herein1.7, at any time and from time to time following the fifth (5th) year anniversary of after the date hereof, 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), Required REI Stockholders may request from the Company in writing registration under the Securities Act of all or any portion part of such holders’ and their affiliates’ Registrable Securities (i) on Form S-1 or Form S-2 or any similar or successor long-form registration statement (“Longany such registration, a "LONG-Form Registrations”), or, if available, FORM REGISTRATION") or (ii) on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar or successor short-form registration statement (“Shortany such registration, a "SHORT-Form Registrations”), FORM REGISTRATION") if available. All registrations requested pursuant the Company qualifies to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for use such offeringshort form. Within 20 10 days after its receipt of any 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 will give written notice of such requested registration request to all other holders of Registrable Participating Stockholders. Thereafter, the Company will use all reasonable efforts to effect the registration under the Securities andAct on the form requested by the Requesting Investors, subject and to Section 1(e) below, shall include in such registration registration, (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 20 30 days after the their receipt of the Company’s 's notice, subject in each case to the provisions of Section 1.4. It shall be Each Long-Form Registration or Short-Form Registration requested in accordance with this Section 1.1 is referred to herein as a condition to making "DEMAND REGISTRATION." (b) The Requesting Investors which request a Demand Registration that pursuant to this Section 1.1 may, at any time prior to the aggregate offering price 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 Demand Registration pursuant to Section 1.1 shall specify the number of Registrable Securities proposed to be sold by the Requesting Investors making and the demand is, in the case intended method of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)disposition thereof.

Requests for Registration. Subject At any time after the date hereof and ------------------------- prior to an IPO, the terms holders of a majority of the Class A Common may request, and conditions set forth herein, at any time and from time to time following the fifth (5th) year anniversary after an IPO each of the date holders of a majority of the ▇▇▇▇ Registrable Securities or, subject to the limitations set forth in Sections 1(b) and 1(c) hereof, any holder or group of the holders of Investor a majority of the Bear ▇▇▇▇▇▇▇ 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company a registration under the Securities Act of all or any portion part 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-2 or S-3 (including ----------------------- pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“"Short-Form Registrations”"), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand ------------------------ Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 ten (10) days after receipt of any 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 will give written notice of such requested registration to all other holders of Registrable Securities and, subject to Section 1(eparagraph 1(d) below, shall will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 fifteen (15) days after the receipt of the Company’s 's notice. It shall be a condition All registrations requested pursuant to making a this paragraph 1(a) are referred to herein as "Demand Registration that Registrations." Subject -------------------- to the aggregate offering price penultimate sentence of paragraph 1(b) hereof, notwithstanding anything to the contrary contained in this Agreement, the holders of Bear ▇▇▇▇▇▇▇ Registrable Securities shall only be entitled to be registered by the Investors making the demand is, in the case of a request one Long-Form Registration, at least $25,000,000, and in the case of a Registration or one Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price).

Requests for Registration. Subject to the terms and conditions set forth herein, at At any time and from time to time following after the fifth earlier of (5thi) year the second anniversary of the date hereofInitial Closing under the Purchase Agreement or (ii) the Company's initial public offering of its Common Stock under the Securities Act, any holder or group of the holders of a majority of the 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion of such holders’ and their affiliates’ Investor Registrable Securities on Form S-1 S-I or any similar long-form registration (“"Long-Form Registrations”"); provided, that if such Long-Form Registration request is prior to the Company's initial public offering of its Common Stock, such Long-Form Registration must qualify as a "Qualified Public Offering" (as defined herein), or, if available, on Form S-3 (including pursuant to Rule 415 and the holders of a majority of the Investor Registrable Securities may request registration under the Securities Act) Act of all or any portion of their Investor Registrable Securities on Form S-2 or S-3 or any similar short-form registration (“"Short-Form Registrations”"), if available. All registrations requested pursuant to this Section paragraph 1(a) are referred to herein as “"Demand Registrations.” ". Each request for a Demand Registration shall specify the approximate number of Investor Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 ten days after receipt of any 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 Investor Registrable Securities and, subject to Section 1(ethe terms of paragraph l(d) belowhereof, shall include in such registration all Investor Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 15 days after the receipt of the Company’s 's notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price).

Requests for Registration. Subject to the terms and conditions set forth herein, at (a) At any time and from time to time following the fifth (5th) year anniversary of after the date hereof, any holder either the Required Institutional Stockholders or group of holders of Investor Registrable Securities the Required MascoTech Stockholders (including for this purpose any the "Requesting Investors") may request that the Company effect a Qualifying Offering, and the Company shall use all reasonable efforts to effect Qualifying Offering within 90 days after its receipt of such holder’s affiliates request; provided that, prior to the date that also hold falls eighteen months after the date hereof, no Requesting Investor Registrable Securitiesmay request a Qualifying Offering, unless that Requesting Investor intends that such offering would satisfy the criteria set forth in item (i) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case definition of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or 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”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering"Qualifying Offering". Within 20 10 days after its receipt of any 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 will give written notice of such requested registration request to all other holders of Registrable Securities and, subject Securities. The Company will use all reasonable efforts to Section 1(e) below, shall include in such registration the Qualifying Offering (i) all Registrable Securities which the Requesting Investors have 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 Stockholders within 20 thirty (30) days after the receipt of the Company’s 's notice, subject in each case to the provisions of Section 2.5. It shall be The Company will pay all Registration Expenses in connection with a condition Qualifying Offering requested in accordance with Section 2.1(a). All registrations requested pursuant to making a this Section 2.1 are referred to herein as "Demand Registration that Registrations." (b) Subject to Sections 2.2, 2.3 and 2.7, at any time from and after the aggregate offering price date which is 91 days after the closing of an Initial Public Offering, each of the Required Institutional Stockholders, on the one hand, and the Required MascoTech Stockholders, on the other hand, may request registration under the Securities Act of all or part of their Registrable Securities to be registered by the Investors making the demand is(i) on Form S-1 or S-2 or any similar long-form registration statement (any such registration, in the case of a "Long-Form Registration, at least $25,000,000"), and in the case of (ii) 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. Within 10 days after its receipt of any such request, the Company will give written notice of such request to all other holders of Registrable Securities. Thereafter, the Company will use all reasonable efforts to effect the registration under the Securities Act on the form requested by the Requesting Investors, and to include in such registration, (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 Stockholders within thirty (30) days after their receipt of the Company's notice, subject in each case to the provisions of Section 2.5. (c) Any Requesting Investor which requests a Demand Registration under this Article II may, at least $10,000,000 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, Registration Rights Agreement however, that notwithstanding such revocation, such Demand Registration shall be deemed a request for purposes of Section 2.2 unless, after consultation with the Company and any proposed underwriter, the Requesting Investor in good faith determines that the Registrable Securities which 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. (using d) Any request for a Demand Registration pursuant to this Article II shall specify the lowest number if a range of prices is provided as shares of Registrable Securities proposed to be sold by the anticipated per share or per unit price)Requesting Investor and the intended method of disposition thereof.

Requests for Registration. Subject to the terms and conditions set forth hereinfollowing paragraphs of this Section 3(a), at any time and from time to time following on or after the fifth earlier of (5thi) year the sixth anniversary of the date hereofhereof and (ii) following the Initial Public Offering, any holder or group of the holders of Investor a majority of the 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 shall have the then outstanding Investor Registrable Securities (in right, by delivering a written notice to the case of a Long-Form RegistrationCorporation, as defined below)to require the Corporation to register, or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or 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 the terms of this Agreement, under and in accordance with the provisions of the Securities Act) or any similar short-form registration (“Short-Form Registrations”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate 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 the anticipated per share or per unit price range for such offering. Within 20 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). Following receipt of any such request, unless the Company has converted the request into a Piggyback Demand Notice for a Demand Registration in accordance with this Section 2 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 AgreementSection 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 Table of Contents 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 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 2 shall govern it3(a), the Company Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andand shall, subject to the provisions of Section 1(e3(b) belowhereof, shall include in such registration all Registrable Securities with respect to which the Company has Corporation received written requests for inclusion therein within 20 25 days after such Notice is given by the receipt Corporation to such holders. All requests made pursuant to this Section 3 will specify the number of the Company’s notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by and the Investors making intended methods of disposition thereof. The Corporation shall be required to maintain the demand is, in effectiveness of the case Registration Statement with respect to any Demand Registration for a period of a Long-Form Registration, at least $25,000,000180 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, and however, that such period shall be extended for a period of time equal to the period the holders of Registrable Securities covered by such Demand Registration refrains from selling any securities included in such Registration Statement at the case request of a Short-Form Registrationthe Corporation or an underwriter of the Corporation pursuant to the provisions of this Agreement; provided, at least $10,000,000 (using further, that the lowest number if a range Corporation shall use its reasonable best efforts to keep any shelf registration statement continuously effective until such time as each of prices is provided as the anticipated per share Registrable Securities registered pursuant to such shelf registration statement has been sold in one or per unit price)more Shelf Underwritten Offerings or otherwise.

Requests for Registration. Subject to the terms and conditions set forth hereinfollowing paragraphs of this Section 4.11(a), at any time and from time to time following after the fifth (5th) year anniversary First Anniversary, one or more Purchasers then holding a majority of the date hereof, 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 then outstanding Investor Registrable Securities (in the case aggregate) shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of a Long-Form Registrationthis Agreement, as defined below), or at least 25% of all under and in accordance with the provisions of the then outstanding Investor 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 (in the case of a Short-Form Registrationwhich, as defined below)unless all Purchasers delivering such notice request otherwise, may request from the Company registration shall be (1) filed pursuant to Rule 415 under the Securities Act and (2) 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 any portion of similar or successor short-form registration (“Short-Form Registrations”) or, if the Company is not then eligible for such holders’ and their affiliates’ Registrable Securities short form registration filed on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), oras soon as reasonably practicable after delivery of such Demand Notice, if availablebut, on Form S-3 (including pursuant in any event, the Company shall be required to Rule 415 under make the Securities Act) or any similar short-form registration (“initial filing of the Registration Statement within 45 days following receipt of such Demand Notice in the case of a Short-Form Registrations”)Registration or within 90 days following receipt of such Demand Notice in the case of a Long-Form Registration; provided, if available. All registrations requested pursuant however, that, unless Purchasers holding a majority of Registrable Securities then outstanding request to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for have registered all of their respective Warrant Shares, a Demand Registration shall specify Notice may only be made if the approximate number sale of the Registrable Securities requested to be registered and the anticipated per share by such Purchasers is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or per unit price range for such offeringcommission). Within 20 days after Following receipt of any such request, unless the Company has converted the request into a Piggyback Demand Notice for a Demand Registration in accordance with this Section 2 of this Agreement, in which case Section 2 shall govern it4.11(a)(i), the Company shall give 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 Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. In connection with any underwritten Demand Registration, the managing underwriter(s) shall be selected by Purchasers holding a majority of the Registrable Securities included in the original Demand Notice, subject to approval by the Company (such approval not to be unreasonably withheld, conditioned or delayed). No Demand Registration shall be deemed to have occurred for purposes of this Section 4.11(a)(i), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 4.11(a)(v), 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 period required pursuant to this Section 4.11(a)(i) 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 than as a result of the Purchasers’ actions. All requests made pursuant to this Section 4.11(a)(i) will specify the number of Registrable Securities to be registered and the intended method(s) of distribution thereof. Except as otherwise agreed by all Purchasers 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 Purchasers with Registrable Securities included in such Registration Statement have notified the Company that such Registrable Securities have actually been sold. Within five Business Days after receipt by the Company of a Demand Notice pursuant to this Section 4.11(a)(i), the Company shall deliver a written notice of any such requested registration Demand Notice to all other holders of Registrable Securities andSecurities, and the Company shall, subject to the provisions of Section 1(e) below4.11(a)(ii), shall include in such registration Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days 10 Business Days after the receipt date that such notice has been delivered; provided that such holders must agree to the method of distribution proposed by the Company’s notice. It shall be a condition to making a Purchasers who delivered the Demand Registration that Notice and, in connection with any underwritten registration, such holders (together with the aggregate offering price 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 Purchasers holding the majority of the Registrable Securities included in the original Demand Notice; provided, however, that under no circumstances will any Purchaser be obligated to make any representations or warranties or provide indemnities, except as otherwise provided in Section 4.11(g)(ii) hereof. All requests made pursuant to the preceding sentence shall specify the aggregate amount of Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)registered.

Requests for Registration. Subject to (i) Any time after the terms and conditions set forth herein, at any time and from time to time following earlier of 180 days after an United States public offering by the fifth (5th) year Corporation after the date hereof or the third anniversary of the date hereof, 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 then outstanding Investor Registrable Securities (in the case execution of a Long-Form Registrationthis Agreement, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), Purchaser may request from the Company registration under the Securities Act of all or any portion part of its Registrable Shares (but not less than the Registrable Shares received upon the conversion of at least one Series A-F $250,000 Debenture) for sale in the manner specified in such holders’ and their affiliates’ request; provided, that, the Corporation shall not be obligated to register 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”), if available. All registrations requested Shares pursuant to this Section 1(a2(a)(i): (w) are referred on more than three occasions in the aggregate; (x) during the 180-day period following an United States public offering after the date hereof by the Corporation; (y) if the Corporation delivers notice to herein as “Demand Registrations.” Each the holders of the Registrable Shares within 30 days of any request hereunder that the Corporation in good faith believes that it will file a registration statement for a Demand Registration shall specify an United States public offering after the approximate number date hereof within 90 days of Registrable Securities requested such holder's request; and (z) if in any case the aggregate offering price to the public for such registration is to be registered less than $1,000,000 (prior to underwriting discounts and the anticipated per share or per unit price range for such offeringcommissions). Within 20 ten days after receipt of any such request, unless the Company has converted the request into a Piggyback Registration in accordance with Section 2 of pursuant to this Agreement, in which case Section 2 shall govern itparagraph 2(a), the Company shall Corporation will give written notice of such requested registration request to all other holders of Registrable Securities and, subject to Section 1(e) below, shall Shares and will include in such registration (as part of such Demand Registration (as defined herein)) all Registrable Securities Shares with respect to which the Company Corporation has received written requests for inclusion therein within 20 15 days after the receipt of the Company’s Corporation's notice. It shall be a condition All registrations requested pursuant to making Section 2(a) are referred to herein as "Demand Registrations." (ii) A registration will not count as a Demand Registration that until it has become effective and unless the aggregate offering price holders of Registrable Shares are able to register and sell at least 80% of the Registrable Securities Shares requested to be registered included in such registration; provided, that, in any event the Corporation will pay all Registration Expenses in connection with any registration requested hereunder; provided, further, that a registration which is withdrawn at the sole request of Purchaser who demanded such Demand Registration will count as a Demand Registration unless the Company is reimbursed by Purchaser for all reasonable out-of-pocket expenses incurred by the Investors making the demand is, Company in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)connection with such registration.

Requests for Registration. Subject to the terms and conditions set forth herein, at any time and from time to time following the fifth (5th) year anniversary The holders of the date hereof, any holder or group of holders of Investor outstanding ------------------------- Purchaser 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), Shares may request from the Company registration under the Securities Act (a "Demand Registration) of all or any portion of such holders’ and their affiliates’ its Purchaser Registrable Securities ------------------- Shares on Form S-1 or any similar long-form registration (“"Long-Form --------- Registrations”), ") or, if available, on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form ------------- registration (“"Short-Form Registrations”)") at any time following the earlier of ------------------------ -------------- (a) six (6) months following the consummation by the Corporation of an IPO, if availableand --- (b) the third anniversary of the date hereof. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Purchaser Registrable Securities Shares requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 ten (10) days after receipt of any 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 Corporation will give written notice of such requested registration to all other holders of Purchaser Registrable Securities Shares and, subject to Section 1(e) 3.4 below, shall will ----------- include in such registration all Purchaser Registrable Securities Shares with respect to which the Company Corporation has received written requests for inclusion therein within 20 fifteen (15) days after the receipt of the Company’s Corporation's notice. It shall be a condition Notwithstanding anything to making the contrary herein, if a Demand Registration would constitute an IPO, the Corporation may elect to pre-empt such Demand Registration with a primary registration by giving written notice to that effect within five (5) days of determining the aggregate offering price of the Purchaser Registrable Securities Shares requested to be registered by included in the Investors making the demand isDemand Registration, in which case such registration would constitute a Piggyback Registration to which the case of a Long-Form Registration, at least $25,000,000, and priorities in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price).Section 2.2 would apply. -----------

Requests for Registration. Subject to the terms Sections 1.2 and conditions set forth herein, at any time and from time to time following the fifth (5th) year anniversary of the date 1.3 hereof, 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 then outstanding Investor Registrable Securities (Initial Investors may request, in the case of a Long-Form Registrationwriting, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion part 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”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offeringSecurities. Within 20 15 days after receipt of any such request, unless the Company has converted 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 request into a Piggyback Registration in accordance with Section 2 of this Agreement, in which case Section 2 shall govern itCompany included within such registration ("Other Holders"). Thereafter, the Company shall give written notice of such requested will use all reasonable efforts to effect the registration under the Securities Act (i) on Form S1 or any similar long-form registration statement (a "Long-Form Registration") or (ii) on Form S3 or any similar short-form registration statement (a "Short-Form Registration") if the Company qualifies to all other holders of Registrable Securities andeffect a Short-Form Registration, subject to Section 1(e) below, shall 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 's notice, subject to the provisions of Section 1.4. It All registrations initiated by an Investor pursuant to this Section 1.1 are referred to herein as "Demand Registrations". The Company shall not be a condition required to making a effect any underwritten Demand Registration requested by an Initial Investor if either (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 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 aggregate offering price 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 registered included in such Demand Registration without registration under the Securities Act, pursuant to the exemption provided by (i) Rule 144(k) under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Investors making Commission. The rights of an Initial Investor pursuant to this Section 1.1 shall be assignable in accordance with the demand is, in the case provisions of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)Section 9.9.

Requests for Registration. Subject to Sections 1.2(b) and 1.2(e) below, the terms and conditions set forth herein, Purchasers holding at least 33% of the Registrable Securities (the "Initiating Holders") may at any time and from time to time following after the fifth (5th) year anniversary completion of the date hereofEffective Period, or if the Required Registration Statement has not been effective for more than ninety (90) days immediately preceding any holder or group of holders of Investor Registrable Securities (including for request under this purpose any of such holder’s affiliates that also hold Investor Registrable Securities) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined belowSection 1.2(a), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion part of such holders’ and their affiliates’ 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 successor form of registration; provided that the Initiating Holders (including pursuant together with all other holders of Registrable Securities to Rule 415 under be included in such registration) 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 Acton 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 any similar short-form registration (“Short-Form Registrations”ii), if availablethen (iii) the remaining Registrable Securities. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each such registration request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and if the anticipated per share or per unit price range for such offering is to be an underwritten offering. Within 20 ten (10) days after receipt of any 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 will give written notice of such requested registration to all other holders of Registrable Securities and, subject to Section 1(e) belowthe provisions hereof, shall will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 fifteen (15) days after the holder's receipt of the Company’s 's notice. It shall be A registration requested pursuant to this Section 1.2(a) are referred to herein as a condition to making a "Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)."

Requests for Registration. Subject to (a) If the terms and conditions set forth hereinCompany shall receive, at any time and after six (6) months from time to time following the fifth (5th) year anniversary effective date of the date hereof, any holder or group first registration statement for a public offering 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 securities of the then outstanding Investor Registrable Securities Company with an aggregate value of not less than $10,000,000 (in other than a registration statement relating either to the case sale of securities to employees of the Company pursuant to a Long-Form Registrationstock option, as defined belowstock purchase or similar plan or a SEC Rule 145 transaction), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may written request from the Company registration under Holders of at least sixty-six and two-thirds percent (66-2/3%) of the Securities Act of all or any portion of such holders’ and their affiliates’ Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”)then outstanding, 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”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 days after receipt of any such request, unless then the Company has converted shall: (i) within ten (10) days of the request into a Piggyback Registration in accordance with Section 2 of this Agreementreceipt thereof, in which case Section 2 shall govern it, the Company shall give written notice of such requested registration request to all Holders; and (ii) use its best efforts to effect as soon as practicable, the registration under the Act of all Registrable Securities which the Holders request to be registered, subject to the limitations of subsection 1.2(1)(b), within sixty (60) days of the mailing of such notice by the Company in accordance hereof. (b) Any Registration Statement filed pursuant to this Section 1.2(1) may include securities of the Company other holders than Registrable Securities. If the Holders initiating the registration request hereunder ("Initiating 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 subsection 1.2(1)(a) and the Company shall include such information in the written notice referred to in subsection 1.2(1)(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)), enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2(1), 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 Holders of Registrable Securities andwhich would otherwise be underwritten pursuant hereto, subject to Section 1(e) below, shall include in such registration all and the number of shares of Registrable Securities with respect that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to which the amount of Registrable Securities of the Company has received written requests for inclusion therein within 20 days after the receipt of the Company’s notice. It shall be a condition to making a Demand Registration owned by each Holder; provided, however, that the aggregate offering price number of the shares of Registrable Securities to be registered included in such underwriting shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2(1), a certificate signed by the Investors making Chief Executive Officer of the demand isCompany stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than two times. (d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2(1): (i) After the Company has effected two registrations pursuant to this Section 1.2(1) and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of a registration subject to Section 1.3 or Section 1.2(2) hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.13 below. (a) If the Company shall receive, at any time after six (6) months from the effective date of the first registration statement for a public offering of securities of the Company, a written request from Nike USA, Inc. ("Nike"), then the Company shall: (i) within ten (10) days of the receipt thereof, give written notice of such request to all other Holders; and (ii) use its best efforts to effect as soon as practicable, the registration under the Act of all Registrable Securities which the Holders request to be registered, subject to the limitations of subsection 1.2(2)(b), within sixty (60) days of the mailing of such notice by the Company in accordance hereof. (b) Any Registration Statement filed pursuant to this Section 1.2(2) may include securities of the Company other than Registrable Securities and may include Registrable Securities held by other Holders. If Nike intends to distribute the Registrable Securities covered by its request by means of an underwriting, Nike shall so advise the Company as a part of its request made pursuant to subsection 1.2(2)(a) and the Company shall include such information in the written notice referred to in subsection 1.2(2)(a). The underwriter will be selected by the Company and shall be reasonably acceptable to Nike. In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)), enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2(2), if the underwriter advises Nike in writing that marketing factors require a limitation of the number of shares to be underwritten, then Nike shall so advise all Holders of 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 Holders thereof in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and, provided further, that no such cutback will prevent Nike from having the minimum number of Registrable Securities (as set forth in and as limited by the Company's warrant issued to Nike dated September 24, 1999 (the "Warrant")) requested to be sold in such offering (and all other Holders shall be so subordinated). (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2(2), a certificate signed by the Chief Executive Officer 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 and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (120) days after receipt of the request of Nike; provided, however, that the Company may not utilize this right more than two times. (d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2(2): (i) After the Company has effected three registrations pursuant to this Section 1.2(2) and such registrations have been declared or ordered effective; (ii) During the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of a registration subject to Section 1.3 or Section 1.2(1) hereof; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) If Nike or the other Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.13 below; or (iv) If Nike can sell the maximum number of Registrable Securities as set forth in and as limited by the Warrant without an effective registration statement pursuant to Rule 144. (e) Nike covenants and agrees that the maximum number of the Company's securities that Nike can sell pursuant to this Agreement shall be limited by the express terms of the Warrant and applicable securities laws. To the extent Nike can sell its Registrable Securities pursuant to Rule 144 or pursuant to the Sections 1.2(1), 1.3 and/or Section 1.13 herein, the Company's obligations pursuant to this Section 1.2(2) shall be accordingly reduced. Nike covenants and agrees that it will waive its rights under this Section 1.2(2) upon receipt of an opinion of counsel, in a form reasonably acceptable to Nike, indicating that Nike could sell with the case of a Long-Form Registration, at least $25,000,000, and applicable time frames set forth in the case Warrant all of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)its Registrable Securities under Rule 144.

Requests for Registration. Subject to the terms and conditions set forth herein, at At any time and from time to time following six months after the fifth (5th) year anniversary closing of the date hereoftransactions contemplated by the Merger Agreement dated as of August 6, any holder or group of holders of Investor Registrable Securities 2001 among the Company, GWLAR, Inc., GWLR, LLC and ▇▇▇▇▇▇▇.▇▇▇, inc. (including for this purpose any of such holder’s affiliates that also hold Investor Registrable Securities) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below"MERGER AGREEMENT"), one or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), more Holders may request from the Company registration under the Securities Act of all or any portion part of such holders’ and their affiliates’ Registrable Securities with an aggregate fair market value of no less than $2,000,000 on Form S-1 or any similar long-form registration (“Long"LONG-Form Registrations”), or, if available, FORM REGISTRATIONS") or on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-Form Registrations”)registration, if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offeringavailable ("SHORT-FORM REGISTRATIONS"). Within 20 ten days after receipt of any 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 will give written notice of such requested registration to all other holders of Registrable Securities and, subject to Section 1(e) below, shall Holders and will include 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 's notice. It Only one Long-Form Registration and an unlimited number of Short-Form Registrations may be demanded pursuant to this section (each, a "DEMAND REGISTRATION"). A registration shall not be a condition to making treated as a Demand Registration that unless the aggregate offering price holders of Registrable Securities are able to include, in accordance with the following provisions, at least 75% of the Registrable Securities requested to be included in such registration and until (i) the applicable registration statement under the Securities Act (the "REGISTRATION STATEMENT") has been filed with the Securities and Exchange Commission (the "SEC") with respect to such Demand Registration and been declared effective and (ii) such Registration Statement shall have been maintained continuously effective for a period of at least 120 days or such shorter period when all Registrable Securities included therein have been sold thereunder in accordance with the manner of distribution set forth in such registration statement. The Company may postpone for up to six months the filing or the effectiveness (which may include the withdrawal of an effective registration statement) of a Registration Statement pursuant to this Section 2.1 if the Company's board of directors reasonably determines in its good faith judgment that, because of the existence of any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition or financing activity (other than in the ordinary course of business) or the unavailability for reasons beyond the Company's control of any required financial statements, or any other event or condition of similar significance to the Company, it would be materially disadvantageous to the Company for such a Registration Statement to be maintained effective, or to be filed and become effective. The Company may include in a Demand Registration any securities that are not Registrable Securities. If the holders of a majority of the Registrable Securities sought to be registered in a Demand Registration request that such Demand Registration be an underwritten offering, then the Company shall select a nationally recognized underwriter or underwriters to manage and administer such offering, such underwriter or underwriters, as the case may be, to be subject to the reasonable approval of holders of a majority of the Registrable Securities. If a Demand Registration is an underwritten offering and the managing underwriter determines and advises in writing that the inclusion of all the Registrable Securities and other securities proposed to be included in the underwritten public offering would interfere with the successful marketing of such Registrable Securities, then the number of such Registrable Securities that the managing underwriter believes may be sold in such underwritten public offering shall be allocated for inclusion in the Registration Statement in the following order of priority: (i) Registrable Securities being offered by the Holders, on a PRO RATA basis, based upon the number of Registrable Securities sought to be registered by the Investors making the demand is, each such Holder; and (ii) other securities sought to be included in the case of a Long-Form Demand Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price).

Requests for Registration. Subject to At any time, (i) the terms and conditions set forth herein, at any time and from time to time following the fifth (5th) year anniversary holders of a majority of the date hereof, any holder Original Registrable Securities or group of the holders of Investor a majority of the Series A Preferred 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or 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 ii) the holders of a majority of the Original Registrable Securities or the holders of a majority of the Series A Preferred Registrable Securities may request registration under the Securities Act) 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, and (iii) any of Golder, Thoma, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Fund V, L.P., The 1818 Fund III, L.P. or Co-Investment Partners, L.P. (each, a "Qualified Holder") may request registration under the Securities Act of all or any portion of its Registrable Securities. All registrations requested pursuant to this Section paragraph 1(a) are referred to herein as “"Demand Registrations.” " Demand Registrations shall be made on a short form whenever the Company is permitted to do so. Notwithstanding anything herein to the contrary, a Demand Registration may not be requested pursuant to this paragraph 1(a) unless the Registrable Securities initially requested to be included in such Demand Registration have an aggregate offering value of at least $20.0 million. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 ten days after receipt of any 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(e) below, and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 15 days after the receipt of the Company’s 's notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price).

Requests for Registration. Subject to Sections 1.2(b) and 1.2(e) below, the terms and conditions set forth herein, Purchasers holding at least 33% of the Registrable Securities (the "INITIATING HOLDERs") may at any time and from time to time following after the fifth (5th) year anniversary completion of the date hereofEffective Period, or if the Required Registration Statement has not been effective for more than ninety (90) days immediately preceding any holder or group of holders of Investor Registrable Securities (including for request under this purpose any of such holder’s affiliates that also hold Investor Registrable Securities) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined belowSection 1.2(a), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion part of such holders’ and their affiliates’ 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 successor form of registration; provided that the Initiating Holders (including pursuant together with all other holders of Registrable Securities to Rule 415 under be included in such registration) 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 Acton 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 any similar short-form registration (“Short-Form Registrations”ii), if availablethen (iii) the remaining Registrable Securities. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each such registration request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and if the anticipated per share or per unit price range for such offering is to be an underwritten offering. Within 20 ten (10) days after receipt of any 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 will give written notice of such requested registration to all other holders of Registrable Securities and, subject to Section 1(e) belowthe provisions hereof, shall will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 fifteen (15) days after the holder's receipt of the Company’s 's notice. It shall be A registration requested pursuant to this Section 1.2(a) are referred to herein as a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)"DEMAND REGISTRATION."

Requests for Registration. Subject to the terms and conditions set forth herein, at any time after the earlier to occur of (A) one hundred twenty (120) days after the Company’s completion of an initial public offering (an “IPO”) of its equity securities registered under the Securities Act of 1933, as amended (the “Securities Act”), which occurred on November 6, 2007, and from time to time following the fifth (5thB) year anniversary of the date hereofApril 1, any holder or group of holders of 2010: (i) Investor Registrable Securities (including for this purpose any of such holder’s affiliates that also hold Investor Registrable Securities) Stockholders holding at least 50% of all twenty percent (20%) of the then outstanding Investor Registrable Securities Securities, having an expected aggregate price to the market of ten million dollars (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below$10,000,000), may request from the Company registration under the Securities Act of all or any portion part of such holders’ and their affiliates’ the Registrable Securities held by such Investor Stockholders on Form S-1 or any similar long-form registration (each, a “Long-Form RegistrationsRegistration”), ) or, if available, on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (each, a “Short-Form RegistrationsRegistration”), on the terms and conditions set forth in this Section 1(a) and in Section 1(b); and (ii) Investor Stockholders holding at least ten percent (10%) of the then outstanding Registrable Securities, having an expected aggregate price to the market of not less than one million dollars ($1,000,000), shall, if availableShort-From Registrations are then available to the Company under applicable law, be entitled to request Short-Form Registrations, on the terms and conditions set forth in this Section 1(a) and in Section 1(c). All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations,” and the Investor Stockholders requesting a Demand Registration pursuant to the terms hereof are referred to herein as the “Initiating Holders.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and if known, the anticipated per per-share or per unit price range for such offering. Within 20 ten (10) days after receipt of any 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 Stockholders holding Registrable Securities and, subject to Section 1(eSections 1(b), 1(c) and 1(d) below, shall include in such registration all Registrable Securities held by such Stockholders with respect to which the Company has received written requests for inclusion therein within 20 fifteen (15) days after the receipt of the Company’s notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price).

Requests for Registration. Subject to (a) If the terms and conditions set forth hereinCompany has not theretofore effected an Initial Public Offering, then, at any time from and from time after the date hereof the Required 399 Stockholders shall have the right to time following require that the fifth 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 (5thi) year anniversary 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 and after the date hereofwhich is 120 days after the closing of an Initial Public Offering, 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 then outstanding Investor Registrable Securities (in Required 399 Stockholders shall have the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from right to require the Company to file a registration statement (a "Demand Registration") under the Securities Act of all or any portion part of such holders’ and their affiliates’ 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, if available, or (ii) on Form S-3 (including pursuant to Rule 415 under the Securities Act) 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”), if availablethe Company qualifies to use such short form; provided, that, for purposes of the rights afforded under this sentence, Required CMP Stockholders shall not be deemed to include FCF and its Permitted Transferees. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the 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 anticipated per share or per unit price range for such offeringintended method of disposition thereof. Within 20 10 days after its receipt of any 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 will give written notice of such requested registration request to all other holders of Registrable Securities. Subject to the provisions of Section 2.5, the Company will use its best efforts to effect the registration under the Securities andAct on the form requested by the Required 399 Stockholders or the Required CMP Stockholders, subject as the case may be, and to Section 1(e) below, shall include in such registration registration, (i) all Registrable Securities with respect which the Required 399 Stockholders or the Required CMP Stockholders, as the case may be, have so requested to be included therein and (ii) all other Registrable Securities which the Stockholders have requested in writing, within 30 days after receipt of the 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 of the Registrable Securities which the Company has received written requests been so requested to register, for inclusion therein within 20 days after distribution in accordance with the receipt intended method of distribution, and (ii) if requested by the Required 399 Stockholders, obtain acceleration of the Company’s notice. It shall be a condition to making a Demand Registration that the aggregate offering price effective date of the Registrable Securities registration statement relating to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)such registration.

Requests for Registration. Subject to the terms and conditions set forth herein, at At any time and from time to time following the fifth (5th) year anniversary of after the date hereof, any holder or group the holder(s) of holders a majority of Investor the Cornerstone Investors 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion of such holders’ and their affiliates’ Registrable Securities on Form S-1 or any similar long-form registration (“a "Long-Form Registrations”Registration"), or, if available, or on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) 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 registration under the Securities Act of all or any portion of its or their Registrable Securities on Form S-1 or any similar long-form registration (also, a "Long-Form Registration"), or on Form S-2 or S-3 or any similar short-form registration (also, a "Short-Form Registration") if such short form is available. All registrations requested pursuant to this Section 1(a2(a) are referred to herein as “"Demand Registrations.” ". Each request for a Demand 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 anticipated per share or per unit price range for such offering. Within 20 ten days after receipt of any 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 itDemand Request, the Company shall 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 and, (a "Company Notice") and the Company will include (subject to Section 1(ethe provisions of this Agreement) below, shall include in such registration registration, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt delivery of such Company Notice; provided that any such other holder may withdraw its request for inclusion at any time prior to executing the Company’s notice. It shall be a condition underwriting agreement or, if none, prior to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)applicable registration statement becoming effective.

Requests for Registration. (i) Subject to the terms Sections 1(b) and conditions set forth herein1(c), and to Section 1(a)(ii), at any time and from time to time following at least six months after the fifth (5th) year anniversary consummation of an Initial Public Offering, one or more members of the date hereof, any holder Oaktree Group 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 one or more members of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below)Onex Group, may request from the Company registration under the Securities Act of all or any portion part 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-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“"Short-Form Registrations”"), if available. All registrations requested pursuant Persons other than members of the Onex Group and members of the Oaktree Group that become party to this Agreement as contemplated by Section 1(a10(d) shall not be entitled to request any Long-Form Registrations, but rather shall only be entitled to request Demand Registrations that are referred Short-Form Registrations. Any request for a Demand Registration by one or more members of the Oaktree Group shall be made by (and may be withdrawn only by) Oaktree, and shall specify the members of the Oaktree Group to herein as “which the request relates and the number of Registrable Securities of each member of the Oaktree Group covered by such request. Any request for a Demand Registrations.” Registration by one or more members of the Onex Group shall be made by (and may be withdrawn only by) Onex, and shall specify the members of the Onex Group to which the request relates and the number of Registrable Securities of each such member of the Onex Group covered by such request. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to whether or not it is intended that such registration will be registered and the anticipated per share or per unit price range for such offeringunderwritten. Within 20 10 days after receipt of any 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 will give written notice of such requested registration to all other holders of Registrable Securities and, subject to Section 1(e) below1(d), shall will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 15 days after the receipt of the Company’s 's notice. It In the event the registration is to be underwritten, the right of any such other holders of Registrable Securities to participate therein shall be a condition conditioned upon their participation in such underwriting, as provided in Section 7. All registrations requested pursuant to making this Section 1(a) are referred to herein as "Demand Registrations." (ii) If the Company has not completed an Initial Public Offering on or prior to the third anniversary of the date of this Agreement, then from and after such third anniversary date, Oaktree on behalf of the members of the Oaktree Group shall be entitled to request a Demand Registration (any such request, an "IPO DEMAND REGISTRATION"); provided, that if within the 15-day period following receipt of an IPO Demand Registration the Company gives a written notice to Oaktree informing it that the aggregate offering price Board of Directors of the Registrable Securities Company has determined to initiate an Initial Public Offering (an "IPO NOTICE"), then the IPO Demand Registration shall be registered by suspended until the Investors making six-month anniversary of the demand isdate of the IPO Notice. If Oaktree delivers an IPO Demand Registration, in and after delivering a timely IPO Notice the case Company completes an Initial Public Offering on or before the six-month anniversary of a the date of delivery of the IPO Notice, then Oaktree's IPO Demand Registration shall automatically be deemed to have been withdrawn, and shall not count as one of the Oaktree Group's permitted Long-Form RegistrationRegistrations. If the Company delivers an IPO Notice but fails to complete an Initial Public Offering on or prior to the six-month anniversary of the date of delivery of its IPO Notice, at least $25,000,000then on the day following the six-month anniversary of the date of the Company's IPO Notice, and Oaktree's request for an IPO Demand Registration shall be deemed to be automatically reinstated (unless previously withdrawn by notice in writing by Oaktree to the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit priceCompany).

Requests for Registration. Subject to the terms and conditions set forth hereinSection 4(c), at any time and from time to time following after the fifth (5th) year anniversary of Form 10 is declared effective, the date hereof, 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) Common Stock Beneficiaries holding at least 5020% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or 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”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate total number of Registrable Securities requested held by Common Stock Beneficiaries then outstanding will have the right by written notice delivered to the Company (a “Demand Notice”), to require the Company to register, under and in accordance with the provisions of the Securities Act on a Registration Statement filed on Form S-1 (a “Demand Registration Statement”), a number of Registrable Securities the estimated market value of which is not less than $5 million; provided, however, that no Demand Notice may be registered and given until at least 90 calendar days after the anticipated per share or per unit price range for such offeringeffective date of the immediately preceding Demand Registration Statement. Within 20 five calendar days after receipt of any such requestDemand Notice, unless the Company has converted will serve written notice thereof (the request into a Piggyback Registration in accordance with “Company Notice”) to all other Beneficiaries. Subject to the provisions of Section 2 of this Agreement, in which case Section 2 shall govern it3(c) hereof, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to Section 1(e) below, shall include in such registration Demand Registration Statement all Registrable Securities with respect to which the Company has received receives written requests for inclusion therein within 20 calendar days after the receipt delivery of the Company’s noticeCompany Notice. It The number of Demand Registration Statements required to be filed pursuant to this Section 3(a) shall not exceed three; provided, however, that in determining the number of Demand Registration Statements to which the Beneficiaries are entitled, there shall be a condition to making a excluded (1) any Demand Registration Statement involving an Underwritten Offering if the managing underwriter or underwriters have advised the Beneficiaries that the aggregate offering price total number of the Registrable Securities requested to be registered by included therein exceeds the Investors making number of Registrable Securities that can be sold in such offering in accordance with the demand isprovisions of this Agreement without materially and adversely affecting the success of such offering and (2) any Demand Registration Statement that does not become effective or is not maintained effective for the period required pursuant to Section 3(b) hereof, unless in the case of a Long-Form Registration, at least $25,000,000, and in this clause (2) such Demand Registration Statement does not become effective after being filed by the case Company solely by reason of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as refusal to proceed by the anticipated per share or per unit price)Beneficiaries.

Requests for Registration. Subject to Section 3.1(b) and the 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), request the Company to effect the registration under and in accordance with the provisions of the Securities Act of the offering of all or any portion of the Registrable Securities Beneficially Owned by such 5% Stockholder, by submitting a written request of such registration and specifying the amount of Registrable Securities proposed to be registered and the intended method (or methods) and plan of disposition thereof, including whether such requested registration is to involve an underwritten offering (a “Registration Demand”). The Company shall give prompt written notice thereof (a “Demand Registration Notice”) (and in any event within ten (10) Business Days from the date of receipt of such Registration Demand) to each of the other 5% Stockholders, each of whom shall be entitled to elect to include, subject to the terms and conditions set forth hereinin this Article III, at any time Registrable Securities Beneficially Owned by it in the Registration Statement to which a Demand Registration Notice relates, by submitting a written request to the Company (a “Registration Request”) within fifteen (15) days after the date of such Demand Registration Notice, specifying the number of Registrable Securities that such Stockholder intends to dispose of pursuant to such Registration Statement. Except as otherwise provided in this Agreement, the Company shall prepare and from time use its reasonable best efforts to time following file with the fifth SEC, within ninety (5th90) year anniversary days after the date of the date hereofapplicable Registration Demand, any holder or group of holders of Investor a Registration Statement with respect to the following (in either case subject to Section 3.1(j) if the Registrable Securities will be sold in an underwritten offering): (including for this purpose any i) all Registrable Securities of the Initial Requesting Holder included in such Registration Demand and (ii) all Registrable Securities that other Stockholders elect to include in such Registration Statement, pursuant to one or more timely submitted Registration Requests. Thereafter, the Company shall use its reasonable best efforts, in accordance with Section 3.5, to effect the registration of the offering of such holder’s affiliates that also hold Investor Registrable Securities) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act and applicable state securities laws, for disposition in accordance with the intended method or methods of all or any portion of such holders’ and their affiliates’ Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”disposition stated in the underlying Registration Demand. Subject to Section 3.1(j), 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”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Company may include in such Registration shall specify the approximate Statement such number of Registrable Securities requested as the Company proposes to be registered offer and sell for its own account or the anticipated per share or per unit price range for such offering. Within 20 days after receipt account of any 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(e) below, shall include 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. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)Person.

Requests for Registration. Subject to the following paragraphs of this Section 3(a), Corp Group Parent shall have the right, by delivering or 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 conditions set forth herein, at any time and from time to time following in accordance with the fifth (5th) year anniversary provisions of the date hereofSecurities Act, any holder or group the offer, sale and distribution of holders the number of Investor Registrable Securities requested to be so registered pursuant to the terms of this Agreement on Form F-3 (including for this purpose any of such holder’s affiliates that also hold Investor Registrable Securitieswhich, unless Corp Group Parent requests otherwise, shall be (i) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration 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 or any portion of filing such holders’ and their affiliates’ Registrable Securities on Form S-1 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 (“Short-Form Registrations”) or, if the Company is not then eligible for such short form registration, on Form F-1 or any similar or successor long-form registration (“Long-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), oras soon as reasonably practicable after delivery of such Demand Notice, if availablebut, on Form S-3 (including pursuant in any event, the Company shall be required to Rule 415 under make the Securities Act) or any similar short-form registration (“initial filing of the Registration Statement within 30 days following receipt of such Demand Notice in the case of a Short-Form Registrations”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Registration or within 150 days following receipt of such Demand Registrations.” Each request for Notice in the case of a Long-Form Registration; provided that a Demand Registration shall specify Notice may only be made if the approximate number sale of the Registrable Securities requested to be registered and by such Shareholders is reasonably expected to result in aggregate gross cash proceeds in excess of $250,000,000 (without regard to any underwriting discount or commission) (the anticipated per share or per unit price range for such offering“Threshold Size”). Within 20 days after Following receipt of any such request, unless the Company has converted the request into a Piggyback Demand Notice for a Demand Registration in accordance with this Section 2 of this Agreement, in which case Section 2 shall govern it3(a), the Company shall give use its reasonable best efforts to file a Registration Statement in accordance with such Demand Notice and the preceding sentence 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(a), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 3(e), if (i) the Registration Statement relating thereto (A) does not become effective or (B) is not maintained effective for the period required pursuant to this Section 3 or (ii) 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 (iii) 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 or waived, in each of the foregoing cases other than as a result of a Corp Group Parent’s action. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended method(s) of disposition thereof. Except as otherwise agreed by Corp Group Parent, 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, as confirmed in writing by Corp Group Parent, ending when such Registrable Securities have actually been sold. Within five business days after receipt by the Company of a Demand Notice pursuant to this Section 3(a), the Company shall deliver a written notice of any such requested registration Demand Notice to all other holders of Registrable Securities andSecurities, and the Company shall, subject to the provisions of Section 1(e) below3(b), shall include in such registration Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 10 business days after the receipt 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 customary form reasonably approved by the Company and, solely with respect to any representations, warranties or obligations of the Company’s noticeapplicable Shareholders contained in such underwriting agreement, the Shareholders holding the majority of the Registrable Securities. It All requests made pursuant to the preceding sentence shall be a condition to making a Demand Registration that specify the aggregate offering price amount of the Registrable Securities to be registered by and the Investors making the demand is, in the case intended method of a Long-Form Registration, at least $25,000,000, and in the case distribution of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)such securities.

Requests for Registration. Subject to the terms and conditions set forth herein, at (i) At any time and from time to time following after January 1, 2005, the fifth (5th) year anniversary Dolphin Holders owning a majority of the date hereof, 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 held by all Dolphin Holders or the ▇▇▇▇▇▇ Holders owning a majority of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of held by all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), ▇▇▇▇▇▇ Holders may request from the Company registration under the Securities 1933 Act of all or any portion of such holders’ and their affiliates’ Registrable Securities on Form S-1 or any similar long-form registration (“"Long-Form Registrations”"), orand (ii) at any time and from time to time after January 1, if available2005, the holders of a majority of the Registrable Securities held by all Dolphin Holders or the ▇▇▇▇▇▇ Holders owning a majority of the Registrable Securities held by all ▇▇▇▇▇▇ Holders may request registration under the 1933 Act of all or any portion of their Registrable Securities on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“"Short-Form Registrations”"), if available; provided, however, that with respect to Section 2(a)(i) and Section 2(a)(ii) above, in the event the Company files with the Securities and Exchange Commission a registration statement requesting registration of securities (other than any post-effective amendment to any registration statement filed by the Company prior to the date hereof; provided that such post-effective amendment does not increase the number of shares of Common Stock registered by such registration statement and other than any registration statement required by the PIPE Registration Rights Agreement) (whether on behalf of itself or any third Person), the limitation on registration requests until January 1, 2005 set forth in Section 2(a)(i) and Section 2(a)(ii) above shall immediately cease and the Dolphin Holders owning a majority of the Registrable Securities held by all Dolphin Holders or the ▇▇▇▇▇▇ Holders owning a majority of the Registrable Securities held by all ▇▇▇▇▇▇ Holders may request registration under the 1933 Act in accordance with the provisions of this Agreement. All registrations requested pursuant to this Section 1(a2(a) are referred to herein as “"Demand Registrations.” ". Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and (which shall be no fewer than the lesser of (i) Registrable Securities with a Market Price of $3,000,000, or (ii) 25% of the outstanding Registrable Securities held by the holder requesting registration), the anticipated per share or per unit price range for such offeringoffering and the intended method of distribution. Within 20 ten (10) days after receipt of any 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 the terms of Section 1(e2(d) belowhereof, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 fifteen (15) days after the receipt of the Company’s 's notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price).

Requests for Registration. Subject to the terms and conditions set forth herein, at (i) At any time after the Effective Date and from time prior to time following the fifth an Initial Public Offering, (5thA) year anniversary of the date hereof, any holder a Holder or group of holders Holders that beneficially owns at least 35% of Investor the outstanding Registrable Securities or (including B) each Backstop Purchaser, for this purpose any of so long as such holder’s affiliates that also hold Investor Registrable Securities) holding Backstop Purchaser and its Affiliates beneficially own at least 507.5% of the outstanding shares of New Common Stock (on a fully diluted basis assuming the conversion of all New Preferred Stock and the exercise of the then outstanding Investor Registrable Securities all Warrants) (in the case of a Long-Form Registration, as defined belowapplicable capacity pursuant to clause (A) or (B), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), each an “Initial Requesting Holder”) may request from the Company registration under the Securities Act of all or any portion of such holders’ and their affiliates’ the Registrable Securities held by such Initial Requesting Holder(s) on Form S-1 (or any similar long-successor form then in effect) (the “Initial Demand Registration”); provided that in the case of the Initial Demand Registration such Initial Requesting Holder(s) will be entitled to make such demand only if the total offering price of the shares to be sold in such offering (including piggyback shares and before deduction of underwriting discounts) is reasonably expected to exceed, in the aggregate, $75 million. The Initial Requesting Holder may request that the Initial Demand Registration be an underwritten offering. For the avoidance of doubt, only one Initial Demand Registration may be effected pursuant to this Section 2(a)(i). (ii) At any time after the Initial Public Offering, any Demand Holder or group of Demand Holders (in such capacity, each a “Requesting Holder”) may request registration under the Securities Act of all or any portion of the Registrable Securities held by such Requesting Holder(s) (A) on Form S-1 (or any successor form then in effect) (a “Long-Form RegistrationsRegistration”), or, if available, ) or (B) on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (a “Short-Form RegistrationsRegistration”), if available. All registrations requested available (any registration under Sections 2(a)(i) or 2(a)(ii), a “Demand Registration”); provided that the Company will not be required to take any action pursuant to this Section 1(a2(a) are referred to herein as “Demand Registrations.” Each request for of this Agreement: (A) if within the 12-month period preceding the date of a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 days after receipt of any such request, unless Notice the Company has converted the request into a Piggyback Registration in accordance with effected either (1) two Demand Registrations pursuant to this Section 2 or (2) one registration pursuant to a Demand Registration Request and another registration statement of the Company under the Securities Act with respect to the New Common Stock has been declared effective within the 12-month period preceding such Demand Registration Notice and at least $20 million (based on the total offering price of such shares before deduction of underwriting discounts) of the then outstanding Registrable Securities were entitled pursuant to the terms of this Agreement, in which case Section 2 shall govern it, the Company shall give written notice of such requested registration Agreement to all other holders of Registrable Securities and, subject to Section 1(e) below, shall include be included 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. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, statement; (B) in the case of a each such Long-Form Registration, at least unless the total offering price of the shares to be sold in such Long-Form Registration (including piggyback shares and before deduction of underwriting discounts) is reasonably expected to exceed, in the aggregate, $25,000,000, and 50 million; (C) in the case of a each such Short-Form Registration, at least unless the total offering price of the shares to be sold in such Short-Form Registration (including piggyback shares and before deduction of underwriting discounts) is reasonably expected to exceed, in the aggregate, $10,000,000 20 million; or (using D) during the lowest number if pendency of any Suspension Period. Notwithstanding the preceding sentence, Section 2(a)(i) hereof and Section 3(b) hereof, the Company shall be required to conduct no more than eight Long-Form Registrations for the Backstop Purchasers and no more than twelve Demand Registrations in connection with underwritten offerings (including Long-Form Registrations, Short-Form Registrations and Shelf Registrations) in total. Any Requesting Holder may request that any offering conducted under a range of prices is provided as the anticipated per share Long-Form Registration or per unit price)Short-Form Registration be underwritten.

Requests for Registration. Subject to the terms following paragraphs of this Section 3(a) and conditions set forth hereinthe limitations on the number of Demand Registrations that may be exercised under Section 3(e), at any time and from time to time following on or after the fifth date on which the Holder has the right to purchase any Registrable Securities pursuant to the exercise (5thin whole or in part) year anniversary of the date hereofWarrant (including after the purchase thereof), any holder or group the Holder shall have the right, by delivering a written notice to the Company, to require the Company to register pursuant to the terms of holders this Agreement, under and in accordance with the provisions of Investor 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 (including for this purpose any of such holder’s affiliates that also hold Investor Registrable Securitiesi) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion of such holders’ and their affiliates’ Registrable Securities on Form S-1 or any similar or successor long-form registration (“Long-Form Registrations”), orand (ii) if the Company is eligible to use such form, if available, on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar or successor short-form registration (“Short-Form Registrations”), if available. All registrations requested ) (any such written notice delivered pursuant to this Section 1(a) are referred to herein as clause (a), a “Demand Registrations.Notice” Each request and any such registration, a “Demand Registration”); provided, however, that the Company shall not be obligated to effect the registration of such Registrable Securities (i) prior to the date on which any market stand-off agreements applicable to the Holder have terminated, (ii) if the Holder exercises its right to require a Demand Registration with respect to an amount of Registrable Securities having an expected aggregate offering price of less than $10,000,000, (iii) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act and (iv) unless otherwise approved by the Board, during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of, and ending on a date ninety (90) days after, the effective date of (or ending on the subsequent date on which all market stand-off agreements or lock-up agreements applicable to the offering have terminated) any other registration statement of the Company (other than a registration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan). The Holder may, in connection with any Demand Registration it requests that is a Short-Form Registration, require the Company to file such Registration Statement with the SEC in accordance with and pursuant to Rule 415 under the Securities Act including, if the Company is then eligible, as an automatic shelf registration. Following receipt of a Demand Notice for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 days after receipt of any such request, unless the Company has converted the request into a Piggyback Registration in accordance with this Section 2 of this Agreement, in which case Section 2 shall govern it3(a), the Company shall give written notice of such requested registration cause to all other holders of Registrable Securities and, subject to Section 1(ebe filed a Registration Statement as promptly as practicable (but not later than seventy-five (75) below, shall include 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. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand isNotice is delivered, in the case of a Long-Form Registration, at least $25,000,000and forty-five (45) days after the Demand Notice is delivered, and in the case of a Short-Form 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 (but not later than one hundred twenty (120) days after the Demand Notice is delivered, in the case of a Long-Form Registration, and ninety (90) days after the Demand Notice is delivered, in the case of a Short-Form Registration). If the Company has an effective Registration Statement at least $10,000,000 the time a Demand Notice is received, the Company may, to the extent it elects and is permitted by applicable law, satisfy its obligation to file a Registration Statement pursuant to this Section 3 by filing a supplement to the Prospectus contained in such Registration Statement that covers the offer and sale of the Registrable Securities requested by the Holder. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if (using i) the lowest Registration Statement relating thereto does not become effective, (ii) the Registration Statement relating thereto is not maintained effective for the period required pursuant to this Section 3, (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, (iv) more than twenty-percent (20%) of the Registrable Securities of the Holder requested to be included in such registration are not so included pursuant to Section 3(b), or (v) in the event of an underwritten offering, the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of a material default or breach by the Holder; provided, however, in each case, that the Holder shall be entitled to an additional Demand Registration in lieu thereof. All requests made pursuant to this Section 3 shall specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (x) the date on which the sale of all of the Registrable Securities registered under the Registration Statement is consummated and (y) one hundred eighty (180) days from the effective date of the Registration Statement; provided, however, (i) that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such Registration Statement at the request of the Company or an underwriter of the Company pursuant to any of the provisions of this Agreement and (ii) in the case of any Short Form Registration intended to be offered on a continuous or delayed basis, such one hundred eighty (180) day period shall be extended, if necessary, to keep the Registration Statement effective until the earlier of (A) such time as all such Registrable Securities registered on such Registration Statement are sold or (B) all such Registrable Securities on such Registration Statement may be sold in any three (3) month period pursuant to Rule 144; provided, further, that, with respect to (ii) above, Rule 415, or any successor rule under the Securities Act governing the obligation to file a range post-effective amendment permit, in lieu of prices is provided as filing a post-effective amendment that (I) includes any prospectus required by Section 10(a)(3) of the anticipated per share Securities Act or per unit price)(II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange act in the Registration Statement.

Requests for Registration. Subject to (a) If the terms and conditions set forth hereinCompany has not theretofore effected an Initial Public Offering, then, at any time from and from time after the date hereof the Required 399 Stockholders may request that the Company effect a Qualifying Offering. Such a request shall specify the number of Registrable Securities proposed to time following be sold by the fifth Required 399 Stockholders. The Company shall use all reasonable 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 (5thi) year anniversary 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 and after the date hereofwhich is 91 days after the closing of an Initial Public Offering, 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), Required 399 Stockholders may request from the Company registration under the Securities Act of all or any portion part of such holders’ and their affiliates’ Registrable Securities (i) on Form S-1 or S-2 or any similar long-form registration statement (“any such registration, a "Long-Form Registrations”Registration"), or, if available, or (ii) on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-short- form registration statement (“any such registration, a "Short-Form Registrations”Registration"), if availablethe Company qualifies to use such short form. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each Such a request for a Demand Registration shall specify the approximate number of Registrable Securities requested proposed to be registered sold by the Required 399 Stockholders and shall specify the anticipated per share or per unit price range for such offeringintended method of disposition thereof. Within 20 10 days after its receipt of any 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 will give written notice of such requested registration request to all other holders of Registrable Securities. Subject to the provisions of Section 2.5, the Company will use all reasonable efforts to effect the registration under the Securities and, subject Act on the form requested by the Required 399 Stockholders and to Section 1(e) below, shall include in such registration registration, (i) all Registrable Securities with respect to which the Company has received written requests for inclusion Required 399 Stockholders have so requested to be included therein and (ii) all other Registrable Securities which the Stockholders have requested in writing, within 20 30 days after the receipt of the Company’s 's notice. It shall , to be a condition to making included therein. (c) If the Required 399 Stockholders request a Demand Registration pursuant to Section 2.1(a) or 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; provided, however, that notwithstanding such revocation notice, such Demand Registration shall be counted as a request for purposes of Section 2.2 unless, after consultation with the aggregate offering price of Company and any proposed underwriter, the Required 399 Stockholders in good faith determine that the Registrable Securities which they have requested to be registered by the Investors making the demand is, in the case would not be sold pursuant to such Demand Registration within a reasonable amount of time or at a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)price acceptable to such Required 399 Stockholder.

Requests for Registration. Subject to the terms (i) The JLL Member, (ii) Peach (together with its Permitted Transferees that hold Interests), and conditions set forth herein, at (iii) any time and from time to time following the fifth (5th) year anniversary of the date hereof, any other holder or group of holders of Investor Registrable Securities Preferred Interests or Common Interests issued upon the conversion of Preferred Interests (including for this purpose any of such holder’s affiliates that also hold Investor Registrable Securitieseach, a “Preferred Holder” and, collectively, the “Preferred Holders”) holding at least 50% of all shall each be entitled to make written requests of the then outstanding Investor Registrable Securities Company Offeror (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company “Demand”) for registration under the Securities Act of all or any portion part of the Registrable Securities (a “Demand Registration”); provided, however, in the case of Preferred Holders, that all Preferred Interests of such holders’ Preferred Holder which are to be so registered shall be converted to Common Interests immediately prior to the effectiveness of such registration. Any demand by Peach or its Permitted Transferees that hold Interests shall only be made by holders of at least twenty percent (20%) of the Common Interests held by Peach as of the Effective Date and any demand by Preferred Holders shall only be made by holders of at least thirty-three percent (33%) of the Preferred Interests outstanding (other than any Preferred Interests held by JLL, the JLL Member and their affiliates’ Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”respective Affiliates); and provided, orfurther, if available, on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-Form Registrations”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a that such Demand Registration rights shall specify not apply until after the approximate Company has effected an IPO by means of a registered, underwritten public offering (excluding, for the avoidance of doubt, any 144A Offering). Such Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered registered, (ii) the intended method of distribution in connection with such Demand Registration to the extent then known and (iii) the anticipated per share or per unit price range for identity of each Member (a “Demanding Holder”) requesting such offeringDemand. Within 20 ten (10) business days after receipt of any 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 itDemand, the Company Offeror shall give written notice of such requested registration Demand to all other holders of Registrable Securities and, subject Members entitled to Section 1(e) below, Demand Registration rights and shall include in such registration all Registrable Securities with respect to which the Company Offeror has received a written requests request for inclusion therein within 20 twenty business (20) days after the receipt by such Member of the CompanyCompany Offeror’s noticenotice required by this paragraph; provided, however, that the Company Offeror shall not be required to file any registration statement (i) covering Registrable Securities with an aggregate Fair Market Value of less than Twenty Million Dollars ($20,000,000) in an underwritten offering; or (ii) covering Registrable Securities with an aggregate Fair Market Value of less than Ten Million Dollars ($10,000,000) in a non-underwritten offering. It shall be a condition to making All holders of Registrable Securities requesting a Demand Registration that in the aggregate offering price initial Demand notice, as well as all holders participating in such Demand Registration following notice thereof from the Company pursuant to this Section 9.1(a), by exercise of their rights pursuant to Section 8.8 hereof or by their obligation to participate pursuant to Section 8.9 hereof, being collectively referred to herein as the “Demanding Holders.” Notwithstanding the foregoing, if the Registrable Securities held by the Preferred Holders at any time have a Fair Market Value of less than Ten Million Dollars ($10,000,000), then to the extent the Company or the Company Offeror, as applicable, is eligible to register securities on Form S-3 (or any successor form thereto), then the Company or such Company Offeror shall use its commercially reasonable efforts to file and cause to be registered declared effective a shelf registration statement on Form S-3 covering sales of any such Registrable Securities held by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000Preferred Holders, and in shall cause such shelf registration statement to remain effective until the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)Preferred Holders no longer own any Registrable Securities.

Requests for Registration. Subject to (i) Any time after the terms and conditions set forth hereinearlier of 180 days after an United States public offering by the Corporation after November 1, at any time and from time to time following the fifth (5th) year anniversary of the date hereof2000 or November 1, 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration2003, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), Purchaser may request from the Company registration under the Securities Act of all or any portion part of its Registrable Shares (but not less than the Registrable Shares received upon the conversion of at least one Series A-R Debenture) for sale in the manner specified in such holders’ and their affiliates’ request; provided, that, the Corporation shall not be obligated to register 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”), if available. All registrations requested Shares pursuant to this Section 1(a2(a)(i): (w) are referred on more than three occasions in the aggregate; (x) during the 180-day period following an United States public offering after November 1, 2000 by the Corporation; (y) if the Corporation delivers notice to herein as “Demand Registrations.” Each the holders of the Registrable Shares within 30 days of any request hereunder that the Corporation in good faith believes that it will file a registration statement for a Demand Registration shall specify an United States public offering after November 1, 2000 within 90 days of such holder's request; and (z) if in any case the approximate number of Registrable Securities requested aggregate offering price to the public for such registration is to be registered less than $1,000,000 (prior to underwriting discounts and the anticipated per share or per unit price range for such offeringcommissions). Within 20 ten days after receipt of any such request, unless the Company has converted the request into a Piggyback Registration in accordance with Section 2 of pursuant to this Agreement, in which case Section 2 shall govern itparagraph 2(a), the Company shall Corporation will give written notice of such requested registration request to all other holders of Registrable Securities and, subject to Section 1(e) below, shall Shares and will include in such registration (as part of such Demand Registration (as defined herein)) all Registrable Securities Shares with respect to which the Company Corporation has received written requests for inclusion therein within 20 15 days after the receipt of the Company’s Corporation's notice. It shall be a condition All registrations requested pursuant to making Section 2(a) are referred to herein as "Demand Registrations." (ii) A registration will not count as a Demand Registration that until it has become effective and unless the aggregate offering price holders of Registrable Shares are able to register and sell at least 80% of the Registrable Securities Shares requested to be registered included in such registration; provided, that, in any event the Corporation will pay all Registration Expenses in connection with any registration requested hereunder; provided, further, that a registration which is withdrawn at the sole request of Purchaser who demanded such Demand Registration will count as a Demand Registration unless the Company is reimbursed by Purchaser for all reasonable out-of-pocket expenses incurred by the Investors making the demand is, Company in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)connection with such registration.

Requests for Registration. Subject to the terms and conditions set forth hereinof this Agreement, the Preferred Stockholder may, at any time and from time to time following the fifth (5th) year anniversary of the date hereoftime, 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion part of such holders’ and their affiliates’ its Registrable Securities Shares (provided that if the request is for less than all of the Registrable Shares then held, the request must be for at least 25% of the number of shares of Common Stock which the Preferred Stockholder would hold upon conversion of all shares of Preferred Stock held by the Preferred Stockholder as of the date of this Agreement), on Form S-1 or any similar long-form registration (“"Long-Form Registrations”), Registration") or, if available, on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“a "Short-Form Registrations”Registration" - a Long Form Registration and Short Form Registration are defined as a "Demand Registration"), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 thirty (30) days after receipt of any such request, unless the Company has converted the request into a Piggyback Registration in accordance with pursuant to this Section 2 of this Agreement, in which case Section 2 shall govern it2.1, the Company shall will, subject to Section 2.2 below, give written notice of such requested registration request to all other holders of Registrable Securities and, subject to Section 1(e) below, shall parties hereto and will include in such registration all Registrable Securities Shares with respect to which the Company has received written requests for inclusion therein within 20 thirty (30) days after the receipt delivery of the Company’s 's notice. It The Preferred Stockholder will be entitled to request two (2) Demand Registrations in which the Company will pay all Registration Expenses (as defined in Section 6 below). A registration will not constitute one of the permitted Demand Registrations until it has become effective. The Company shall be a condition entitled to making include in any Demand Registration shares to be sold by the Company for its own account, provided that in the event that the number of shares included by the Company exceeds fifty percent (50%) of the shares registered in such registration, such registration will not count as a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)hereunder.

Requests for Registration. Subject to the terms and conditions limitations set forth herein, at any time and from time to time following the fifth (5th) year anniversary of the date in Section 2.5 hereof, 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), Purchaser may request from the Company registration under the Securities Act of all or any portion part of such holders’ and their affiliates’ Demand Registrable Securities on Form S-1 or any similar long-other registration form registration available for use by the Company (“Long-Form Registrations”a "Demand Registration"), 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”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each The request for a Demand Registration shall specify the approximate number of Demand Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 days after receipt of any such requestHowever, 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, (a) the Company shall give written notice of such requested registration not be required to all other holders of Registrable Securities and, subject to Section 1(e) below, shall include in such registration all Registrable Securities with respect to which effectuate the Demand Registration if the Company has received promptly delivers to the Purchaser an unqualified written requests for inclusion therein within 20 days after the receipt opinion, addressed to Purchaser, of the Company’s notice. It shall 's legal counsel to the effect that the Purchaser could immediately sell all of the Demand Registrable Securities requested to be included in such Demand Registration, under Rule 144 promulgated under the Securities Act; (b) the Company may postpone, for a condition reasonable period of time not to making exceed 90 days (but in any event not to extend beyond the date of public disclosure of the information, or the date of abandonment or termination of the transactions or negotiations, hereinafter referred to), the filing of a registration statement otherwise required to be prepared and filed by it pursuant to this subsection 2.1 if: (i) at the time the Company receives a registration request, the Company's Board of Directors determines, in good faith and in its reasonable business judgment, that (A) such Demand Registration that would require the aggregate offering price public disclosure of material non-public information concerning any pending or ongoing material transaction or negotiations involving the Registrable Securities to be registered by the Investors making the demand isCompany which, in the case opinion of a Long-Form Registrationthe Company's outside legal counsel, at least $25,000,000is not yet required to be publicly disclosed, and (B) such disclosure would materially interfere with such transaction or negotiations or have a material adverse effect on the Company, and (ii) the Company diligently and in good faith continues to pursue such transaction or negotiations throughout the case period of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)such postponement.

Requests for Registration. Subject to Section 2(b) below, (i) at any time and from time to time, the terms and conditions set forth hereinholders of a majority of the Cornerstone Registrable Securities, (ii) at any time and from time to time following after a Listing, the fifth holders of a majority of the Kuck ▇▇▇istrable Securities or the holders of a majority of the PPEI Registrable Securities, (5thiii) year at any time and from time to time after the sixth month anniversary of a Listing, the date hereof, any holder or group of holders of Investor a majority of the Series C Registrable Securities and (including for this purpose iv) at any time and from time to time after the six month anniversary of such holder’s affiliates that also hold Investor Registrable Securities) holding at least 50% a Listing, the holders of all a majority of the then outstanding Investor Wisconsin Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration registration, whether underwritten or otherwise, under the Securities Act of all or any portion part of the Registrable Securities held by such holders’ and their affiliates’ Registrable Securities , in each case on Form S-1 or any similar long-form registration (“collectively, "Long-Form Registrations”") or on Form S-2 or S-3 or any similar short-form registration -3- 4 ("Short-Form Registrations"), or, if available. In addition, subject to Section 2(g) below, the holders of a majority of the Cornerstone Registrable Securities or the PPEI Registrable Securities, as the case may be, may request that the Company, with respect to any Registrable Securities held by such holders file with the SEC a registration statement under the Securities Act on Form S-3 (including any applicable form pursuant to Rule 415 under the Securities Act) or any similar short-form registration Act (“Short-Form Registrations”a "415 Registration"), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Long-Form Registration or Short-Form Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 ten days after receipt of any such requestrequest for a Long-Form Registration or Short-Form Registration, unless (1) 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 will give written notice of such requested registration to all other holders of Registrable Securities and, and will include (subject to Section 1(ethe provisions of this Agreement) below, shall include in such registration 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 's notice. It shall be a condition All registrations requested pursuant to making a this Section 2(a) are referred to herein as "Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)Registrations".

Requests for Registration. (a) Subject to the terms Sections 1.2 and conditions set forth herein1.7, at any time and from time to time following the fifth (5th) year anniversary of after the date hereof, 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), Required REI Stockholders may request from the Company in writing registration under the Securities Act of all or any portion part of such holders’ and their affiliates’ Registrable Securities (i) on Form S-1 or Form S-2 or any similar or successor long-form registration statement (“Longany such registration, a "LONG-Form Registrations”), or, if available, FORM REGISTRATION") or (ii) on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar or successor short-form registration statement (“Shortany such registration, a "SHORT-Form Registrations”), FORM REGISTRATION") if available. All registrations requested pursuant the Company qualifies to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for use such offeringshort form. Within 20 10 days after its receipt of any 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 will give written notice of such requested registration request to all other holders of Registrable Participating Stockholders. Thereafter, the Company will use all reasonable efforts to effect the registration under the Securities andAct on the form requested by the Requesting Investors, subject and to Section 1(e) below, shall include in such registration registration, (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 20 30 days after the their receipt of the Company’s 's notice, subject in each case to the provisions of Section 1.4. It shall be Each Long-Form Registration or Short-Form Registration requested in accordance with this Section 1.1 is referred to herein as a condition to making "DEMAND REGISTRATION." (b) The Requesting Investors which request a Demand Registration that pursuant to this Section 1.1 may, at any time prior to the aggregate offering price 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 Demand Registration pursuant to Section 1.1 shall specify the number of Registrable Securities proposed to be sold by the Requesting Investors making and the demand is, in the case intended method of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)disposition thereof.

Requests for Registration. Subject to At anytime after six months from the terms and conditions set forth herein------------------------- date hereof, at any time and from time to time following the fifth (5th) year anniversary of time, after the date hereof, any holder or group each of the holders of Investor a majority of the Inverness Registrable Securities, holders of a majority of the ▇▇▇▇▇▇▇▇ Registrable Securities (including for this purpose any and holders of such holder’s affiliates that also hold Investor Registrable Securities) holding at least 50% of all a majority of the then outstanding Investor ▇▇▇▇▇▇ Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company one registration under the Securities Act of all or any portion of such holders’ and their affiliates’ its Registrable Securities on Form S-1 or any similar long-form registration (“"Long-Form Registrations”"). In addition to the Long- ----------------------- Form Registrations provided pursuant to this Section 1(a), or, if available, any holder of ------------ Registrable Securities then outstanding may request unlimited registrations under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“"Short-Form Registrations”"), if available. ------------------------ All registrations requested pursuant to this Section 1(a) are referred to herein ------------ as “"Demand Registrations.” ". -------------------- All requests for Demand Registrations shall be made by giving written notice to the Company (the "Demand Notice"). Each request for a Demand Registration Notice shall specify ------------- the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 ten days after receipt of any 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 itDemand Notice, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the provisions of Section 1(e1(d) below, shall include in such ------------ registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 15 days after the receipt of the Company’s 's notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price).

Requests for Registration. Subject to the terms and conditions set forth hereinof this Agreement, at any time and from time to time following Initiating Holders may request, after 180 days after the fifth (5th) year anniversary consummation of the date hereofCompany’s IPO, any holder registration of some or group all of holders its Registrable Shares (provided the Registrable Shares to be so registered have an estimated market value 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 then outstanding Investor Registrable Securities ($20 million in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration aggregate) under the Securities Act by the Company. The Initiating Holders of all Registrable Shares shall be entitled to request for two registrations, not including any registrations on Form F-3 (or any portion of such holders’ and their affiliates’ Registrable successor form) under the Securities on Form S-1 Act, or any similar long-short form registration statement under applicable non-U.S. securities laws or registrations pursuant to Section 2.1 herein, which shall have no such limit (each, a “Long-Form RegistrationsDemand Registration”). Any request for a Demand Registration (each, ora “Notice of Demand”) shall specify (a) name of the Holder, if available(b) the amount of Registrable Shares proposed to be registered, and (c) the intended method or methods and plan of disposition thereof, including whether such requested registration is to involve an underwritten offering. It is agreed that at any time when the Company is eligible to file a Registration Statement on Form S-3 F-3 (including or any successor form), Initiating Holders may request that the Company file a Registration Statement pursuant to Rule 415 under the Securities Act) Act to permit the offering of the Registrable Shares on a delayed or any similar short-form registration (“Short-Form Registrations”), if availablecontinuous basis. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 days after receipt of any 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 The Company shall give prompt written notice to the Holders of such requested registration to all other holders Registrable Shares as soon as practicable (but in no event less than 30 days prior to the proposed date of Registrable Securities and, subject filing of the Registration Statement relating to Section 1(esuch registration) below, and shall include in such registration Demand Registration all Registrable Securities Shares with respect to which the Company has received written requests for inclusion therein within 20 15 days after the receipt delivery of the Company’s such notice. It Subject to the terms and conditions hereof, each Demand Registration shall register the offer and sale of Registrable Shares for all cash consideration, and a Registration Statement in connection therewith shall permit the disposition of such Registrable Shares in accordance with the intended method or methods of disposition specified in the Notice of Demand. For the avoidance of doubt, a Piggyback Registration pursuant to Section 2.5 hereof shall not be a condition to making considered a Demand Registration that the aggregate offering price for purposes of the Registrable Securities to be registered by the Investors making the calculating whether such a registration demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)has been made.

Requests for Registration. Subject to the terms and conditions set forth herein, at At any time and from time to time following after the fifth (5th) year anniversary date of the date hereofRelease, any holder or group of and subject to Section 10(o), the holders of Investor Registrable Securities (including for this purpose any of such holder’s affiliates that also hold Investor Registrable Securities) holding constituting at least 5010% of all the total number of Registrable Securities then outstanding will have the right by written notice delivered to the Company (a "Demand Notice"), to require the Company to register (a "Demand Registration") under and in accordance with the provisions of the then outstanding Investor Securities Act a number of Registrable Securities that would reasonably be expected to result in aggregate gross proceeds from such offering of not less than $10 million ($5 million in the case of any Demand Registration that is requested to be effected as a Long-Form Registration"shelf" registration, as defined below)provided that, or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion time 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”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a "shelf" registration, the Company is eligible to file such Demand Registration shall specify on Form S-3); provided, however, that no Demand Notice may be given prior to six months after the approximate effective date of the immediately preceding Demand Registration or any Piggyback Registration of which the Company has notified the Holder in accordance with Section 3(a) and for which the number of Registrable Securities requested to be registered and by the anticipated per share or per unit price range for such offeringHolder has not been reduced pursuant to Section 3(b). Within 20 days after receipt The number of any such requestDemand Registrations pursuant to this Section 2(a) shall not exceed four; provided, unless however, that in determining the Company has converted number of Demand Registrations to which 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(e) below, shall include 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. It are entitled there shall be a condition to making a excluded (1) any Demand Registration that is an underwritten registration if the aggregate managing underwriter or underwriters have advised the holders of Registrable Securities that the total number of Registrable Securities requested to be included therein exceeds the number of Registrable Securities that can be sold in such offering price in accordance with the provisions of this Agreement without materially and adversely affecting the success of such offering and (2) any Demand Registration that does not become effective or is not maintained effective for the period required pursuant to Section 3(b) hereof, unless in the case of this clause (2) such Demand Registration does not become effective after being filed by the Company solely by reason of the refusal to proceed by the holders of Registrable Securities unless (i) the refusal to proceed is based upon the advice of counsel relating to a matter involving the Company or (ii) the holders of the Registrable Securities elect to be registered by the Investors making the demand is, pay all Registration Expenses in the case of a Long-Form connection with such Demand Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price).

Requests for Registration. Subject to the terms and conditions set forth herein, at any time and from time to time following the fifth (5th) year anniversary paragraphs of the date hereof, 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined belowSection 3(a), (i) the Requisite Investor Shareholders, acting unanimously, shall have the right, by delivering or at least 25% of all of causing to be delivered a written notice to the then outstanding Investor Registrable Securities (in Corporation, to require the case of a Short-Form RegistrationCorporation to register, as defined below), may request from the Company registration under the Securities Act of all or 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 the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the sale of a number of shares of Common Stock specified by the Requisite Investor Shareholders to be so issued and sold in the Initial Public Offering and (ii) following the Initial Public Offering, each of the Requisite Investor Shareholders individually shall have the right, by delivering, directly or any similar short-form registration (“Short-Form Registrations”)indirectly, if available. All registrations requested a written notice to the Corporation, to require the Corporation to register pursuant to the terms of this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify Agreement, under and in accordance with the approximate provisions of the Securities Act, the number of Registrable Securities requested to be so registered and pursuant to the anticipated per share or per unit price range for such offering. Within 20 days after receipt terms of this Agreement (any such requestwritten 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 by such Requisite Investor Shareholder, which Registrable Securities may include any Registrable Securities held by a Shareholder that has agreed with such Requisite Investor Shareholder to include its Registrable Securities in the Demand Notice served by the Requisite Investor Shareholder, is reasonably expected to result in aggregate gross cash proceeds in excess of $250,000,000 (without regard to any underwriting discount or commission); provided, further that, unless the Company has converted Requisite Investor Shareholders shall otherwise consent, the Corporation shall not be obligated to file a registration statement relating to any registration request into under this Section 3(a) within a Piggyback 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 2 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 AgreementSection 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 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 2 shall govern it3(a), the Company Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice to all other holders of Shareholders directly or indirectly holding Registrable Securities andand shall, subject to the provisions of Section 1(e3(b) belowhereof, shall offer to such Shareholders the opportunity to include in such registration all Registrable Securities with respect to which the Company has Corporation received written requests for inclusion therein within 20 15 days after such Notice is given by the receipt Corporation to such holders. Notwithstanding anything to the contrary in this Agreement, unless otherwise consented to by the Requisite Investor Shareholders, 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 Company’s noticesecond paragraph of Section 4(a). It shall be a condition All requests made pursuant to making a Demand Registration that this Section 3 will specify the aggregate offering price number of the Registrable Securities to be registered by the Investors making the demand isand/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 Long-Form Registration, period of at least $25,000,000180 days (two years for 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, and however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the case request of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range Corporation or an underwriter of prices is provided as the anticipated per share or per unit price)Corporation pursuant to the provisions of this Agreement.

Requests for Registration. Subject to the following paragraphs of this Section 3(a), EMG shall have the right, by delivering a written notice to the Corporation, to require the Corporation to register pursuant to the terms of this Agreement, under and conditions set forth herein, at any time and from time to time following in accordance with the fifth (5th) year anniversary provisions of the date hereofSecurities Act, any holder or group the number of holders of Investor Registrable Securities (including for requested to be so registered pursuant to the terms of this purpose any of such holder’s affiliates that also hold Investor Registrable Securities) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion of such holders’ and their affiliates’ Registrable Securities Agreement on Form S-1 or any similar or successor 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 or successor short-form registration (“Short-Form Registrations”) (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”), if available. All registrations requested pursuant provided, however, that EMG shall not be permitted to this Section 1(a) are referred to herein as “deliver more than one Demand Registrations.” Each request Notice for a Demand Registration in any period of one-hundred eighty (180) calendar days and (ii) the Corporation shall specify not be required to effect an underwritten offering in which the approximate number of only EMG Persons selling Registrable Securities requested are transferees pursuant to be registered and the anticipated per share or per unit price range for such offering. Within 20 days after receipt of any such request, Section 13(d) unless the Company has converted total expected gross proceeds to such Stockholders in the request into a Piggyback Registration in accordance with Section 2 of this Agreementoffering exceeds $50,000,000. EMG may, 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(e) below, shall include in such registration all Registrable Securities connection with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company’s notice. It shall be a condition to making a any Demand Registration requested by such holder that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of is a Short-Form Registration, at least $10,000,000 (using require the lowest number Corporation to file such registration statement with the SEC in accordance with and pursuant to Rule 415 under the Securities Act including, if the Corporation is then eligible, as an automatic shelf registration. Following receipt of a range of prices is provided 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 shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the anticipated per share or per unit price)Securities Act as promptly as practicable after the filing thereof.

Requests for Registration. (i) Subject to the terms and conditions set forth hereinfollowing paragraphs of this Section I.2, at any time and from time to time following on or after the fifth earlier of (5thA) year the second (2nd) anniversary of the date hereofhereof and (B) six (6) months following the effective date of an IPO, any holder or group of holders of each Significant 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 shall have the then outstanding Investor Registrable Securities (in right, by delivering a written notice to the case of a Long-Form RegistrationCompany, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from to require the Company registration under the Securities Act of all or any portion of such holders’ and their affiliates’ Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”)to register, or, if available, on Form S-3 (including pursuant to Rule 415 the terms of this Agreement, under and in accordance with the provisions of the Securities Act) or any similar short-form registration (“Short-Form Registrations”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement; provided, that no Significant Investor(s) shall have the right to require the Company to register Registrable Securities under this Section I.2 unless (1) the aggregate number of shares of Common Stock held by the Significant Investor(s) joining in the making of such request is at least (x) prior to an IPO, twenty percent (20%) of the total number of issued and outstanding shares of Common Stock or (y) following an IPO, ten percent (10%) of the total number of issued and outstanding shares of Common Stock, in each case, as of the date of the written notice (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”) and (2) either (A) the anticipated per share aggregate offering price of the Registrable Securities to be included in the registration, net of underwriting discounts and commissions, equals or per unit price range for such offering. Within 20 exceeds $25 million or (B) the aggregate number of shares of Common Stock to be included in the registration equals or exceeds ten percent (10%) of the total number of issued and outstanding shares of Common Stock as of the date of the Demand Notice; provided, however, that the Company shall not be obligated to file a Registration Statement (x) relating to any registration request under this Section I.2 within a period of one hundred eighty (180) days after receipt the effective date of any other Registration Statement relating to any registration request under this Section I.2 and any request for registration during such request, period shall be of no force or effect or (y) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration unless the Company has converted is already subject to service in such jurisdiction and except as may be required by the request into Securities Act. Following receipt of a Piggyback Demand Notice for a Demand Registration in accordance with this Section 2 I.2, the Company shall use its commercially reasonable efforts to file a Registration Statement as promptly as practicable 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 (which Registration Statement may be, at the option of such Significant Investors making the Demand Registration, a shelf registration statement filed on Form S-3 (or other available form that permits forward incorporation of reports filed pursuant to the Exchange Act)). (ii) Within twenty (20) days after receipt by the Company of a Demand Notice in accordance with this Agreement, in which case Section 2 shall govern itI.2, the Company shall give written notice (the “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andHolders and shall, subject to the provisions of Section 1(e) belowI.2 hereof, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 fifteen (15) days after such Notice is given by the receipt Company to such Holders. (iii) All requests made pursuant to this Section I.2 shall specify the number of the Company’s notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by and the Investors making intended methods of disposition thereof. (iv) The Company shall be required to maintain the demand iseffectiveness of the Registration Statement with respect to any Demand Registration until the earlier of (A) the expiration of the period ending one hundred eighty (180) days after the effective date thereof, or (B) the date on which all Registrable Securities included in such Registration Statement have actually been sold; provided that, the case Company shall use its commercially reasonable efforts to keep any shelf registration statement filed on Form S-3 (or other available form that permits forward incorporation of a Long-Form Registration, at least $25,000,000, and reports filed pursuant to the Exchange Act) continuously effective until such time as each of the Registrable Securities registered pursuant to such shelf registration statement has been sold in the case of a Short-Form Registration, at least $10,000,000 one or more Shelf Underwritten Offerings (using the lowest number if a range of prices is provided as the anticipated per share defined below) or per unit price)otherwise.

Requests for Registration. Subject to Sections 1.2(b) and 1.2(e) below, the terms and conditions set forth herein, Purchasers holding at least 33% of the Registrable Securities (the "INITIATING HOLDERs") may at any time and from time to time following after the fifth (5th) year anniversary completion of the date hereofEffective Period, or if the Required Registration Statement has not been effective for more than ninety (90) days immediately preceding any holder or group of holders of Investor Registrable Securities (including for request under this purpose any of such holder’s affiliates that also hold Investor Registrable Securities) holding at least 50% of all of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined belowSection 1.2(a), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion part of such holders’ and their affiliates’ Registrable Securities on Form S-1 S-1, Form S-2 or any similar long-successor form registration (“Long-Form Registrations”)▇▇ ▇▇▇▇▇▇▇▇▇ion, or, if available, on Form S-3 or any successor form of registration; provided that the Initiating Holders (including pursuant together with all other holders of Registrable Securities to Rule 415 under be included in such registration) 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 Acton 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 any similar short-form registration (“Short-Form Registrations”ii), if availablethen (iii) the remaining Registrable Securities. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each such registration request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and if the anticipated per share or per unit price range for such offering is to be an underwritten offering. Within 20 ten (10) days after receipt of any 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 will give written notice of such requested registration to all other holders of Registrable Securities and, subject to Section 1(e) belowthe provisions hereof, shall will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 fifteen (15) days after the holder's receipt of the Company’s 's notice. It shall be A registration requested pursuant to this Section 1.2(a) are referred to herein as a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)"DEMAND REGISTRATION."

Requests for Registration. Subject to the terms and conditions set forth herein, at At any time and from time to time following ------------------------- after the fifth period during which the Company and OPCO are obligated to use commercially reasonable efforts to maintain the effectiveness of the Form S-4, subject to the conditions set forth in this Agreement, including, without limitation, the conditions set forth in this paragraph 3(a), one or more Holders will have the right, by written notice delivered to the Company (5tha "Demand Notice"), to require the Company and OPCO to register Registrable Securities under and in accordance with the provisions of the Securities Act (a "Demand Registration"); provided, however, that: (i) year anniversary no such Demand Registration may be -------- ------- required unless the Holder or Holders requesting such Demand Registration provide to the Company and OPCO a certificate (the "Authorizing Certificate"), substantially in the form of Exhibit A hereto, that is signed by Holders seeking --------- to include in such Demand Registration Registrable Securities with a market value of at least $20,000,000 (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 date hereof, any holder or group of holders of Investor Registrable Securities the Demand Notice is given and (including for this purpose any of such holder’s affiliates that also hold Investor Registrable Securitiesii) holding at least 50% of all no Demand Notice may be given prior to nine (9) months after the effective date of the then outstanding Investor Registrable Securities immediately preceding Demand Registration. The Authorizing Certificate shall set forth (in A) the case name of a Long-Form Registrationeach Holder signing such Authorizing Certificate, as defined below), or at least 25% of all of (B) the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or 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”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested held by each such Holder, and, if different, the number of Registrable Securities such Holder has elected to have registered, (C) a certification from each such Holder that it is requesting the registration of only those Paired Shares received by such Holder pursuant to the Stock Purchase Agreement or upon conversion of Unpaired Shares issued to such Holder pursuant to the Stock Purchase Agreement and (D) the intended methods of disposition of the Registrable Securities. Notwithstanding the foregoing, a good faith decision by a Holder to withdraw Registrable Securities from registration will not affect the Company's obligations hereunder even if the amount remaining to be registered and the anticipated per share or per unit price range for has a market value of less than $20,000,000 (calculated as aforesaid), provided that such offering. Within 20 days after receipt of any 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(e) below, shall include 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. It shall be a condition to making will constitute a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)under this Section 3.

Requests for Registration. Subject to the terms and conditions set forth herein, at At any time and from time to time on or following the fifth (5th) year anniversary of Effective Date, or if the date hereof, any holder or group of holders of Investor Company has previously filed a Form S-3 Shelf covering such 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined belowpursuant to Section 2(a), or at least 25% of all of beginning 180 days after the then outstanding Investor Registrable Securities (in Effective Date, the case of a Short-Form Registration, as defined below), Required Holders may request from the Company registration under the Securities Act of all or any portion of such holders’ and their affiliates’ the Registrable Securities beneficially owned by such Required Holder(s) on Form S-1 (or any similar long-successor form registration then in effect) (a “Long-Form RegistrationsRegistration”), or, if available, ) or on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (a “Short-Form RegistrationsRegistration”), if availableavailable (any registration under this Section 3(a), a “Demand Registration”). All registrations requested Notwithstanding the foregoing, the Company will not be required to take any action pursuant to this Section 1(a3(a) are referred to herein as “Demand Registrations.” Each request for if (A) within the 180 calendar day period preceding the date of a Demand Registration shall specify Notice, the approximate number Company effected a Demand Registration (other than a Block Sale), such Required Holders received notice of such Demand Registration, and such Required Holders were able to register and sell pursuant to such registration all of the Registrable Securities requested to be included in such registration either at the time of the registration or within 30 calendar days thereafter, (B) such Demand Registration is not expected to yield aggregate gross proceeds of at least $50 million, (C) the Registrable Securities requested to be registered are already covered by an existing and effective Registration Statement (including a Shelf Registration contemplated by Section 2(a)) and such Registration Statement may be utilized for the anticipated per share or per unit price range for such offering. Within 20 days after receipt of any 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(e) below, shall include 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. It shall be a condition to making a Demand Registration that the aggregate offering price offer and sale of the Registrable Securities requested to be registered by registered, or (D) the Investors making the demand is, number of Demand Registration requests made pursuant to this Section 3(a) in the case of a Longaggregate shall exceed three in any 12-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)month period.

Requests for Registration. Subject to the terms Sections 1.2 and conditions set forth herein, at any time and from time to time following the fifth (5th) year anniversary of the date 1.3 hereof, 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 then outstanding Investor Registrable Securities (Initial Investors may request, in the case of a Long-Form Registrationwriting, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or part of their Registrable Securities. Within 15 days after receipt of any portion such request, the Company will give notice of such holders’ request to all other Investors and their affiliates’ Registrable 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 or any similar long-form registration statement (“a "Long-Form Registrations”), or, if available, Registration") or (ii) on Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement (“a "Short-Form Registrations”), Registration") if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 days after receipt of any such request, unless the Company has converted the request into qualifies to effect a Piggyback Registration in accordance with Section 2 of this AgreementShort- Form Registration, 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(e) below, shall 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 's notice, subject to the provisions of Section 1.4. It All registrations initiated by an Investor pursuant to this Section 1.1 are referred to herein as "Demand Registrations". The Company shall not be a condition required to making a effect any underwritten Demand Registration requested by an Initial Investor if either (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 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 aggregate offering price 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 registered included in such Demand Registration without registration under the Securities Act, pursuant to the exemption provided by (i) Rule 144(k) under the Securities Act, as such rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Investors making Commission.] The rights of an Initial Investor pursuant to this Section 1.1 shall be assignable in accordance with the demand is, in the case provisions of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)Section 9.9.

Requests for Registration. Subject to the following paragraphs of this Section 3(a) the Stockholder shall, subject to Section 3(d), have the right, by delivering or causing to be delivered a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Agreement, under and conditions set forth herein, at any time and from time to time following in accordance with the fifth (5th) year anniversary provisions of the date hereofSecurities Act, any holder or group the number of holders of Investor Registrable Securities held by the Stockholder 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, that, 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 ninety (90) days after any Shelf Underwritten Offering or the effective date of any other Registration Statement relating to any registration request under this Section 3(a). The Stockholder may request pursuant to a Demand Notice that the Corporation register Registrable Securities on an appropriate form, including a shelf Registration Statement, and, if the Corporation is a WKSI, an Automatic Shelf Registration Statement. Following receipt of a Demand Notice for a Demand Registration in accordance with this purpose any of such holder’s affiliates that also hold Investor Registrable SecuritiesSection 3(a), the Corporation shall, subject to Section 3(d), use its reasonable best efforts to file a Registration Statement as promptly as practicable no later than fifteen (15) holding at least 50% of all days after the date of the then outstanding Investor Registrable Securities related Demand Notice and, if not automatically effective, shall use its reasonable best efforts to cause such Registration Statement to be declared effective no event later than sixty (in 60) days after the case of a Long-Form Registration, as defined below), or at least 25% of all date of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or any portion of such holders’ and their affiliates’ Registrable Securities related Demand Notice. The Stockholder shall be limited to one Demand Notice on Form S-1 or any similar long-form registration statement. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if (“Long-Form Registrations”)i) the Registration Statement relating thereto does not become effective, or, if available, on Form S-3 (including pursuant to Rule 415 under ii) such Registration Statement is not maintained effective for the Securities Act) or any similar short-form registration (“Short-Form Registrations”), if available. All registrations requested period required pursuant to this Section 1(a3, or (iii) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number offering of the Registrable Securities requested pursuant to be registered and such Registration Statement is subject to a stop order, injunction, or similar order or requirement of the anticipated per share or per unit price range for SEC during such offering. Within 20 days after receipt of any such request, unless the Company has converted the request into a Piggyback Registration in accordance with Section 2 of this Agreementperiod, in which case Section 2 shall govern itcase, the Company Stockholder shall give written notice of such requested registration be entitled to all other holders of Registrable Securities andan additional Demand Registration in lieu thereof. The Corporation may, subject to Section 1(e3(c) belowhereof, shall elect to include in any Registration Statement and offering pursuant to a Demand Registration, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Corporation as treasury shares and (ii) any other shares of Common Stock which are requested to be included in such registration all Registrable Securities with respect pursuant to which the Company has received written requests for inclusion therein within 20 days exercise of piggyback registration rights (x) granted by the Corporation after the receipt date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement or (y) pursuant to a registration rights agreement entered into on or prior to the date hereof (“Additional Piggyback Rights”). All requests made pursuant to this Section 3 will specify the number of the Company’s notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by and/or the Investors making intended methods of disposition thereof. The Corporation shall use its reasonable best efforts to maintain the demand iseffectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the effective date thereof (or, in the case of a Long-Form Registrationshelf Registration Statement, until the date as of which all Registrable Securities registered by such shelf Registration Statement have been sold in a transaction in which they cease to be Registrable Securities or have otherwise ceased to be Registrable Securities) (the “Effective Period”) or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that (i) such Effective Period shall be extended for a period of time equal to the period the Stockholder refrains from selling any securities included in such Registration Statement at least $25,000,000, the request of the Corporation pursuant to the provisions of this Agreement and in (ii) the case Corporation shall use its reasonable best efforts to file any replacement or additional shelf Registration Statement and use its reasonable best efforts to cause such replacement or additional shelf Registration Statement to become effective prior to the expiration of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price)initial shelf Registration Statement.

Requests for Registration. Subject to the terms and conditions set forth herein, at At any time and from time to time following after a Qualified Public Offering, the fifth (5th) year anniversary holder or holders of a majority of the date hereof, any OEP Registrable Securities or the holder or group of holders of a majority of the 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), each may request from the Company registration under the Securities Act of all or any portion of such holders’ and their affiliates’ Registrable Securities on Form S-1 or any similar long-form registration (“Longeach a "LONG-Form Registrations”FORM REGISTRATION"), or, if available, or on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Shorta "SHORT-Form Registrations”FORM REGISTRATION"), if available; PROVIDED, HOWEVER, that no holder or holders of OEP Registrable Securities or Investor Registrable Securities shall be entitled to request registration of such OEP Registrable Securities or Investor Registrable Securities, as the case may be, at anytime such holder or holders fail to own at least five percent (5%) of the issued and outstanding Registrable Securities. All registrations requested pursuant to this Section SECTION 1(a) are referred to herein as “Demand Registrations"DEMAND REGISTRATIONS.” " Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offeringregistered. Within 20 ten (10) days after receipt of any 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(ethe terms of SECTION 1(d) belowhereof, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 thirty (30) days after the receipt of the Company’s 's notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price).

Requests for Registration. Subject to the terms and conditions set forth herein, at At any time and from time to time following the fifth (5th) year anniversary after conversion of some or all of the date hereofaggregate principal amount of a Convertible Debenture into Registrable Securities, any holder or group of Registrable Securities may demand (but only with consent of the 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 a simple majority of the then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all aggregate principal amount of the then outstanding Convertible Debenture (measured prior to any conversion of amounts thereunder pursuant to the Loan and Investment Agreement and the Convertible Debenture)(the “Investor Registrable Securities (in the case of a Short-Form Registration, as defined belowMajority”), may request from the Company registration ) two separate registrations under the Securities Act of all or any portion of such holders’ and their affiliates’ the Registrable Securities on Form S-1 or any similar long-form registration (a “Long-Form RegistrationsRegistration”), or, if available, ) and may request an unlimited number of registrations on Form S-2 or Form S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration of such Registrable Securities (“Short-Form Registrations”), if available. All registrations requested pursuant to Each such request for registration under this Section 1(a) are is referred to herein as a “Demand RegistrationsRegistration.” All requests for Demand Registrations shall be made by giving written notice to the Company (the “Demand Notice”). Each request for a Demand Registration Notice shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit security price range for such offering. Within 20 ten days after receipt of any 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 itDemand Notice, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the provisions of Section 1(e) below, shall include 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 by such holders of the Company’s notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price).

Requests for Registration. (a) Subject to the conditions of and in accordance with the terms and conditions set forth hereinof this Agreement, if at any time during the period beginning 120 calendar days after the Closing Date and from time to time following continuing through the fifth (5th) year second anniversary of the date hereofClosing Date, Shareholder shall deliver a written request to InterCept, then Intercept shall file (as expeditiously as practicable, and in any holder or group event within 60 days of holders of Investor Registrable Securities (including for this purpose any the receipt of such holder’s affiliates that also hold Investor Registrable Securitiesrequest, but in no event sooner than 180 calendar days after the Closing Date) holding at least 50% of all of the then outstanding Investor Registrable Securities and use its commercially reasonable best efforts to effect, a registration statement on Form S-3 (in the case of a Long-Form Registration, as defined below)or any successor form providing for either (x) similar disclosures, or at least 25% of all of the then outstanding Investor Registrable Securities (y) less extensive disclosures if InterCept elects, in the case of a Short-Form Registrationits sole discretion, as defined below), may request from the Company registration to use such form) under the Securities Act covering the resale of all or any portion Registrable Securities that Shareholder requested to be registered. Notwithstanding the foregoing, (A) if at the time of a request InterCept has sold securities in an Underwritten Public Offering in which Shareholder had the opportunity to sell at least 75% of the Registrable Securities specified in a request under Section 3 below, then Intercept shall not be required to file a registration statement upon a request by Shareholder under this Section 2 until at least 180 days after the effective date of such holders’ Underwritten Public Offering; and (B) in no event shall InterCept be obligated to file a registration statement for which the Estimated Offering Price shall be less than $750,000. (b) The right of Shareholder to registration pursuant to Section 2(a) shall be conditioned upon Shareholder's participation and cooperation in the offering. (c) InterCept shall be entitled to include in any registration statement referred to in this Section 2 shares of Common Stock to be sold by InterCept for its own account or other then existing shareholders for their affiliates’ Registrable Securities on Form S-1 or own account. (d) InterCept shall be entitled to postpone for a period of time not exceeding 60 calendar days the filing of any similar long-form registration (“Long-Form Registrations”), orstatement otherwise required to be prepared and filed by it pursuant to this Section 2, if availableInterCept has determined, on Form S-3 in the exercise of reasonable judgment, that such action would delay or interfere with any material financing, acquisition, corporate reorganization, or other transaction involving InterCept then pending or contemplated. InterCept agrees to provide a summary of the transaction to Shareholder, provided that Shareholder has executed and delivered a confidentiality agreement in form and substance reasonably acceptable to InterCept in connection with any disclosures InterCept is required to make under this paragraph, which agreement shall provide in part that Shareholder agrees not to purchase or sell InterCept securities until the transaction is either announced publicly or is terminated. (including e) If a registration statement pursuant to Rule 415 this Section 2 does not become effective within 12 months after the initial filing thereof as a result of any reason other than a material adverse development in the business or condition (financial or other) of InterCept or other acts or matters within the control of InterCept, or if such registration statement is abandoned or withdrawn at the request of Shareholder, then, unless Shareholder, promptly upon receipt of a request therefor, supported by an invoice setting forth the expenses in reasonable detail, reimburses InterCept for the registration expenses in respect of such registration statement, InterCept shall be deemed to have satisfied its obligation pursuant to this Section 2 with respect to such registration. (f) Notwithstanding any other term or condition in this Agreement, no request for registration pursuant to Section 2 shall be deemed to have been met and InterCept shall be deemed not to have satisfied its obligations under Section 2 with respect to such registration unless and until a registration statement has become effective under the Securities Act) or any similar short-form registration (“Short-Form Registrations”. Notwithstanding this Section 2(f), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested Shareholder withdraws, or causes to be registered withdrawn, a registration statement and fails to reimburse InterCept for the anticipated per share or per unit price range for registration expenses it has incurred (which shall be supported by a written invoice(s) setting forth such offering. Within 20 days after receipt of any such requestexpenses in reasonable detail), unless the Company has converted the request into a Piggyback Registration in accordance with InterCept will be deemed to have satisfied its obligations under 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(e) below, shall include 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. It such registration. (g) InterCept shall be obligated to effect only two registrations pursuant to a condition request by Shareholder as provided in this Section 2; provided, -------- however, that if at any time before the second registration or deemed ------- registration, InterCept has conducted an offering in which Shareholder sold or could have sold Registrable Securities under the provisions of Section 3 below, Shareholder shall be limited to making one registration pursuant to a Demand Registration that request by Shareholder as provided in this Section 2. A registration shall be deemed to satisfy (and count as a registration under) the aggregate offering price foregoing obligation only when it covers (or would have covered but for Shareholder's decision to withdraw its shares from the registration) at least 75% of the Registrable Securities specified in Shareholder's requests, provided that the mutual decision of InterCept, Shareholder and the proposed underwriter of the offering in question to delay or defer the filing of a registration or withdraw it shall not be deemed to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price"registration" under this Section 2(g).

Requests for Registration. Subject to the terms and conditions set forth herein, at any time and from time to time following the fifth (5th) year anniversary paragraphs of the date hereof, 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined belowSection 3(a), (i) a Qualified Holder shall have the right, by delivering or at least 25% of all of causing to be delivered a written notice to the then outstanding Investor Registrable Securities (in Corporation, to require the case of a Short-Form RegistrationCorporation to register, as defined below), may request from the Company registration under the Securities Act of all or 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 the terms of this Agreement, under and in accordance with the provisions of the Securities Act, the sale of a 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, a Qualified Holder shall have the right, by delivering, directly or any similar short-form registration (“Short-Form Registrations”)indirectly, if available. All registrations requested a written notice to the Corporation, to require the Corporation to register, pursuant to the terms of this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify Agreement, under and in accordance with the approximate provisions of the Securities Act, the number of Registrable Securities requested to be so registered and pursuant to the anticipated per share or per unit price range for such offering. Within 20 days after receipt terms of this Agreement (any such requestwritten 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 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 Company has converted KKR Investors shall otherwise consent, the Corporation shall not be obligated to file a registration statement relating to any registration request into under this Section 3(a) within a Piggyback 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 2 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 AgreementSection 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 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 2 shall govern it3(a), the Company Corporation shall give written notice (the “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andand shall, subject to the provisions of Section 1(e3(b) belowhereof, shall include in such registration all Registrable Securities with respect to which the Company has Corporation received written requests for inclusion therein within 20 15 days after such Notice is given by the receipt 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 Company’s noticesecond paragraph of Section 4(a). It shall be a condition All requests made pursuant to making a Demand Registration that this Section 3 will specify the aggregate offering price number of the Registrable Securities to be registered by the Investors making the demand isand/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 Long-Form Registration, period of at least $25,000,000180 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, and however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the case request of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range Corporation or an underwriter of prices is provided as the anticipated per share or per unit price)Corporation pursuant to the provisions of this Agreement.

Requests for Registration. Subject to (i) At any time, the terms and conditions set forth herein, at any time and from time to time following the fifth (5th) year anniversary of the date hereof, 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 then outstanding Investor Series B Registrable Securities (then in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), existence may request from the Company registration under the Securities Act of all or any portion of such holders’ and their affiliates’ Series B 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 and the holders of at least 10% of the Series B Registrable Securities then in existence may request registration under the Securities Act) 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”)") if available. (ii) At any time after the Company has completed an initial public offering of its equity securities under the Securities Act, 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, and the holders 2 of at least 25% 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 Short-Form Registration, if available. . (iii) All registrations requested pursuant to this Section paragraph 1(a) are referred to herein as “"Demand Registrations.” ". Each request for a Demand Registration shall specify the approximate number of Series A Registrable Securities or Series B Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 ten days after receipt of any 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(e) below, and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 15 days after the receipt of the Company’s 's notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price).

Requests for Registration. (i) As provided under Section 8.4(d) of the VGG LLC Agreement, if the Company has not completed an IPO, at any time following (A) the fifth anniversary of the Closing Date, then Veritas and (B) the sixth anniversary of the Closing Date, then each Investor Holder, upon giving written notice (“IPO Notice”) to the Company (with a copy of the IPO Notice being given to each other Investor Holder) shall have the right to cause the Company to prepare and file a registration statement for an IPO pursuant to Section 5 and to use commercially reasonable efforts to engage one or more nationally recognized underwriters, which may be an Affiliate of an Investor Holder, in connection therewith. (ii) Subject to the terms and conditions set forth hereinof this Section 2 and Section 4, at any time and from time to time following the fifth (5th) year anniversary of the date hereofIPO, any holder or group of holders of each 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 then outstanding Investor Registrable Securities Holder may request (in each case, such requesting Holder the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company “Initiating Holder”) registration under the Securities Act of all or any portion of such holders’ and their affiliates’ the Registrable Securities of such Holder on Form S-1 or any similar long-form registration (“Long-Form Registrations”), or, if available, or on Form S-3 or any similar short-form registration (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (“Short-Form Registrations”), if available. All registrations requested pursuant to this Section 1(a2(a)(ii) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and (which number of Registrable Securities must have a value equal to at least $10,000,000 based on the closing price of such securities on the last trading day prior to the date of such request), the anticipated per share or per unit price range for such offeringoffering (if known) and the intended method of distribution. Within 20 10 days after receipt of any 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 Holders of Registrable Securities and, subject to Section 1(eSections 2(b), 2(c) and 2(d) below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 15 days after the receipt delivery of the Company’s written notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, in the case of a Long-Form Registration, at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using the lowest number if a range of prices is provided as the anticipated per share or per unit price).

Requests for Registration. Subject to the terms and conditions set forth herein, at At any time and from time to time following the fifth (5th) year anniversary Company IPO Lock-Up Period, the Holders of, in aggregate, at least 20% of the date hereof, 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below"Qualified Holders"), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registrationmay, as defined belowsubject to Section 1(b), may request from the Company registration under the Securities Act of all or any portion part of such holders’ and their affiliates’ Registrable Securities on Form S-1 (provided, that any such requested registration must include (A) at least twenty-five percent (25%) of the Registrable Securities held by such Qualified Holders or any similar long-form registration (“Long-Form Registrations”B) such lesser number of Registrable Securities held by such Qualified Holders that have an aggregate offering price of at least $25,000,000), 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”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “"Demand Registrations.” ". The Company shall not be obligated to effect more than five (5) Demand Registrations, it being understood that the consummation of the Company's IPO shall not count as a Demand Registration. Further, the Company shall not be obligated to (i) effect more than two (2) Demand Registrations in any twelve (12) month period or (ii) cause a registration statement pursuant to this Section 1 to be declared effective (A) within a period of 150 days after the effective date of any registration statement effected in connection with a Demand Registration or (B) during the period starting with the date 30 days prior to the Company's good faith estimate of the date of filing of a registration statement pertaining to an underwritten public offering with respect to which any Holder has piggyback rights pursuant to Section 2 or an underwritten offering solely for the account of the Company. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within 20 days after receipt of any 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 The Company shall give written notice of such requested registration request for a Demand Registration (other than in connection with the Company's IPO) to all other holders Holders on or before the earlier to occur of (i) 10 days after filing of the registration statement and (ii) 15 days prior to effectiveness of such registration statement; provided, however, the Company shall notify each Holder of, in aggregate, at least 2% of the Registrable Securities andSecurities, no less than five (5) days prior to the filing of the registration statement (the "Company Notice of Demand"). Following such written notice and subject to Section 1(e) belowthe provisions of this Agreement, the Company shall include in such registration all Registrable Securities with respect to which held by a Holder from whom the Company has received receives a written requests request for inclusion therein (together with all other documents reasonably requested by the Company) within 20 10 days after following the receipt date of the Company Notice of Demand; provided, however, that, notwithstanding anything in this Agreement to the contrary, in connection with the Company’s notice. It 's IPO, each Small Holder shall be a condition have the right to making a Demand Registration request that the aggregate offering price of the Registrable Securities to be registered by the Investors making the demand is, Company include in the case of a Long-Form Registration, such registration at least $25,000,000, and in the case of a Short-Form Registration, at least $10,000,000 (using Minimum Amount but may not so register less than the lowest number if a range of prices is provided as the anticipated per share or per unit price)Minimum Amount.

Requests for Registration. Subject Commencing at the Effective Time, each Qualified Holder Group shall have the right by delivering a written notice to the Company (the “Demand Notice”) to require the Company to register, pursuant to the terms of this Agreement under and conditions set forth herein, at any time and from time to time following in accordance with the fifth (5th) year anniversary provisions of the date hereof, 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 then outstanding Investor Registrable Securities (in the case of a Long-Form Registration, as defined below), or at least 25% of all of the then outstanding Investor Registrable Securities (in the case of a Short-Form Registration, as defined below), may request from the Company registration under the Securities Act of all or 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”), if available. All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations.” Each request for a Demand Registration shall specify the 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. Notwithstanding anything herein to the contrary, the Company shall not have any obligation to file any Registration Statement pursuant to this Section 3 at any time (i) on or before the date that is twelve (12) months after the closing of the Initial Public Offering, (ii) on or before 90 days after any other underwritten offering of equity securities of the Company, or (iii) if the Company is not otherwise eligible at such time to file a Registration Statement on Form S-3 (or any applicable successor form). The Management Qualified Holders shall be entitled collectively to a maximum of one (1) Demand Registration (the “Management Demand”) and the anticipated per share Yorktown Qualified Holders shall be entitled collectively to a maximum of two (2) Demand Registrations. 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 per unit price range within 120 days after the effective date of a Registration Statement filed by the Company; provided that no Demand Registration may be prohibited for such offering120-day period more often than once in a 12-month period. Within 20 days after receipt of any such request, unless the Company has converted the request into a Piggyback No Demand Registration in accordance with Section 2 shall be deemed to have occurred for purposes of this AgreementSection 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case Section 2 the Demanding Qualified Holder Group shall govern itbe 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 “Notice”) of such requested registration Demand Notice to all other holders of Registrable Securities andand shall, subject to the provisions of Section 1(e3(b) belowhereof, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 ten (10) days after such Notice is given by the receipt Company to such holders. All requests made pursuant to this Section 3 will specify the amount of the Company’s notice. It shall be a condition to making a Demand Registration that the aggregate offering price of the Registrable Securities to be registered by and the Investors making intended methods of disposition thereof. The Company shall use its commercially reasonable efforts to maintain the demand is, effectiveness of the Registration Statement (except in the case of a LongShelf Registration Statement) with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holders of Registrable Securities refrain from selling any securities included in such Registration Statement at the request of (x) an underwriter or (y) the Company pursuant to the provisions herein. The Company shall use its commercially reasonable efforts to maintain the effectiveness of a Registration Statement that constitutes a Shelf Registration Statement at all times during the Effectiveness Period; provided, however, that any Holder of Registrable Securities that have been included in a Shelf Registration Statement may request that such Registrable Securities be removed from such Shelf Registration Statement, in which event the Company shall promptly either withdraw such Shelf Registration Statement or file a post-Form Registrationeffective amendment to such Shelf Registration Statement removing such Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) each Shelf Registration Statement filed by the Company pursuant to this Section 3 shall contain all language (including, without limitation, on the Prospectus cover page, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by a Yorktown Qualified Holder to allow for distribution to, and resale by, the direct and indirect partners, investors or affiliated entities of a Yorktown Qualified Holder (a “Partner Distribution”) and (ii) the Company shall, at least $25,000,000the reasonable request of any Yorktown Qualified 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 case of a Short-Form Registrationinitial Shelf Registration Statement, at least $10,000,000 (using the lowest number or revise such language if a range of prices is provided as the anticipated per share or per unit price)deemed necessary by such Yorktown Qualified Holder to effect such Partner Distribution.