Common use of Requests for Registration Clause in Contracts

Requests for Registration. Subject to the terms and conditions of this Agreement, following the Restricted Period Termination Date, if the Resale Shelf Registration Statement is not available, any Investor Party(ies) representing more than 50% of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to the Company (a “Short-Form Registration”) or, if Form S-3 is not available, on Form S-1 or other long-form registration statement (a “Long-Form Registration”) in accordance with Section 2(d) and Section 2(b) below (a “Demand Registration”). The Company shall effect any such Demand Registration as soon as reasonably practicable after delivery of such request and, in any event, the Company shall be required to make the initial filing of the Registration Statement within 60 days following receipt of the Investor Party’s request in the case of a Short-From Registration or within 90 days following receipt of the Investor Party’s request in the case of a Long-Form Registration. Any request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered by each Investor Party and the intended method of distribution. Following receipt of a request for a Demand Registration in accordance with this Section 2(a), the Company shall use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act as promptly as practicable after the filing thereof (if such Registration Statement is not an Automatic Shelf Registration Statement).

Requests for Registration. (i) Subject to the following paragraphs of this Section 3(a), on or after the 180th day following the Initial Public Offering, a Demand Party shall have the right, by delivering a written notice to the Corporation, to require the Corporation to register, directly or indirectly, and pursuant to the terms and conditions of this Agreement, following the Restricted Period Termination Date, if the Resale Shelf Registration Statement is not available, any Investor Party(ies) representing more than 50% of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to the Company (a “Short-Form Registration”) or, if Form S-3 is not available, on Form S-1 or other long-form registration statement (a “Long-Form Registration”) and in accordance with Section 2(d) and Section 2(b) below (a “Demand Registration”). The Company shall effect any such Demand Registration as soon as reasonably practicable after delivery the provisions of such request and, in any eventthe Securities Act, the Company shall be required to make the initial filing of the Registration Statement within 60 days following receipt of the Investor Party’s request in the case of a Short-From Registration or within 90 days following receipt of the Investor Party’s request in the case of a Long-Form Registration. Any 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 a Demand Notice may only be made prior to the expiration of the Coordination Committee if previously approved in writing by each Investor Party and the intended method Coordination Committee; provided, further 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 distribution180 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 request Demand Notice for a Demand Registration in accordance with this Section 2(a3(a), the Company 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 become be declared effective under the Securities Act as promptly as practicable after the filing thereof thereof. (ii) No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if the Registration Statement relating thereto (x) does not become effective, (y) is not maintained effective for the period required pursuant to this Section 3, or (z) the offering of the Registrable Securities pursuant to such Registration Statement is not subject to a stop order, injunction, or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an Automatic Shelf additional Demand Registration Statementin lieu thereof. (iii) Within 10 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 Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within 15 days after such Notice is given by the Corporation to such holders. (iv) All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. (v) The Corporation shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holders of Registrable Securities are required to refrain 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.

Requests for Registration. Subject to the terms and conditions following paragraphs of this Agreement, following the Restricted Period Termination Date, if the Resale Shelf Registration Statement is not available, any Investor Party(ies) representing more than 50% of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”Section 2(a), if available the Requisite Investors shall have the right by delivering a written notice to the Company (a “Short-Form RegistrationDemand Notice”) orto require the Company to register, if Form S-3 is not available, on Form S-1 or other long-form registration statement (a “Long-Form Registration”) pursuant to the terms of this Agreement under and in accordance with Section 2(d) the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement and, in the case of an initial Public Offering, a number of shares of Common Stock specified by such group of Requisite Investors to be issued and Section 2(b) below sold in the initial Public Offering (a “Demand Registration”). The Company shall effect any such ; provided, however, that a Demand Registration as soon as reasonably practicable after delivery of such request and, in any event, Notice may only be made if the Company shall be required to make the initial filing sale of the Registration Statement within 60 days following receipt of the Investor Party’s request in the case of a Short-From Registration or within 90 days following receipt of the Investor Party’s request in the case of a Long-Form Registration. Any request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered by each Investor Party and such group of Requisite Investors and/or, in the intended method case of distributionan initial Public Offering, the sale of the number of shares of Common Stock specified by such group of Requisite Investors to be issued in the initial Public Offering is reasonably expected to result in aggregate gross cash proceeds in excess of $200,000,000 (without regard to any underwriting discount or commission). Following receipt of a request Demand Notice for a Demand Registration in accordance with this Section 2(a)Registration, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 60 days after such Demand Notice (in the case of an initial Public Offering), and 30 days after such Demand Notice (in the case of any Public Offering other than an initial Public Offering), and shall use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities Act as promptly as practicable after the filing thereof thereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if the Registration Statement relating thereto (if i) does not become effective (ii) is not maintained effective for the period required pursuant to this Section 2, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period in which case such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration, as the case may be, in lieu thereof. Within 10 days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 2(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within 15 days after such Notice is given by the Company to such holders. Notwithstanding anything to the contrary in this Agreement, unless otherwise consented to by the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the shares of Common Stock held by the Investors (including indirect holdings through Holdings)), in connection with a Demand Notice for an Automatic Shelf initial Public Offering, the Company shall not be required to deliver any Demand Notice or Piggyback Notice nor include in such registration any Registrable Securities if the initial Public Offering involves only a primary offering of the Common Stock in which none of the Family Investor or the Sponsor Investors are selling shares of Common Stock beneficially owned by them. All requests made pursuant to this Section 2 will specify the number of Registrable Securities to be registered and/or, in the case of an initial Public Offering, the number of shares of Common Stock to be issued and the intended methods of disposition thereof. The Company shall be required to maintain the effectiveness of the Registration Statement)Statement with respect to any Demand Registration for a period of at least 270 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold.

Requests for Registration. Subject to the terms and conditions provisions of this Agreement, following the Restricted Period Termination Date, if the Resale Shelf Registration Statement is not availableArticle II, any Investor Party(iesHolder or group of Holders may at any time make a written request (a “Demand Request”) representing more than 50% of the Registrable Securities may request for registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to the Company (a “Short-Form Registration”) or, if Form S-3 is not available, on Form S-1 or other long-form registration statement (a “Long-Form Registration”) in accordance with Section 2(d) and Section 2(b) below (a “Demand Registration”). The Company shall effect any such Such Demand Registration as soon as reasonably practicable after delivery of such request and, in any event, the Company shall be required to make the initial filing of the Registration Statement within 60 days following receipt of the Investor Party’s request in the case of a Short-From Registration or within 90 days following receipt of the Investor Party’s request in the case of a Long-Form Registration. Any request for a Demand Registration Requests shall specify the approximate number amount of Registrable Securities requested to be registered by each Investor Party and the intended method or methods of distributiondisposition. Following receipt Newmark shall, subject to the provisions of this Article II and to the Holders’ compliance with their obligations under the provisions of this Agreement, use its reasonable best efforts to file with the SEC a request Registration Statement registering all Registrable Securities included in such Demand Request, for disposition in accordance with the intended method or methods set forth therein; provided that if the managing underwriter(s) for a Demand Registration in accordance with which Registrable Securities are proposed to be included pursuant to this Section 2(aArticle II that involves an underwritten offering shall advise Newmark that, in its reasonable opinion, the number of Registrable Securities to be sold is greater than the amount that can be offered without adversely affecting the success of the offering (taking into consideration the interests of Newmark and the Holders), then Newmark will be entitled to reduce the Company number of Registrable Securities included in such registration to the number that, in the opinion of the managing underwriter(s), can be sold without having the adverse effect referred to above; provided, further, that in the event of such a reduction in the number of Registrable Securities included in such registration, the number of Registrable Securities registered shall be allocated in the following priority: first, pro rata among the Holders participating in the Demand Registration, based on the number of Registrable Securities included by such Holder in the Demand Request; second, shares of Newmark Class A Common Stock proposed to be registered for offer and sale by Newmark; and third, shares of Newmark Class A Common Stock proposed to be registered pursuant to any piggy-back registration rights of security holders of Newmark other than any Holder. Newmark shall use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities Act as promptly soon as practicable after filing and to remain effective until the filing thereof earlier of (if such Registration Statement is not an Automatic Shelf Registration Statement)i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein.

Requests for Registration. Subject to the terms and conditions pro- visions of this Agreement, following the Restricted Period Termination Date, if the Resale Shelf Registration Statement is not availableSection 3, any Investor Party(iesSeller or group of Sellers may, at any time prior to the earlier of (x) representing more than 50% the expiration of the Standstill Period and (y) the first date on which there are fewer than two million Registrable Securities may Shares, subject to appropri- ate adjustment in the event of a stock split, reverse stock split or stock dividend (the "Demand Registration Period"), make a written request to the Company for registration under the Securities Act of all or any portion part of their such Seller or Sell- ers' Registrable Securities on Form S-3 Shares in a widely distributed underwritten offering (including a shelf registration pursuant "Demand Registration"). Such request shall specify the number of Registrable Shares to Rule 415be registered, which amount shall not be less than the lesser of (i) four million Regis- trable Shares and (ii) 50% of the Registrable Shares then out- standing (but in any event not less than two million Registra- ble Shares), subject to appropriate adjustment in the event of a stock split, reverse stock split or any similar short-form registration statementstock dividend (such min- imum amount being referred to herein as the "Minimum Demand Quantity"). The Seller or Sellers making such request shall send a written notice of such request to all Sellers and the Company shall, including an automatic shelf registration statement subject to the provisions of this Section 3, include in such Demand Registration all Registrable Shares with respect to which the Company receives written requests (speci- fying the amount of Registrable Shares to be registered) for inclusion therein within 15 days after the initial request. As promptly as defined in Rule 405) (an “Automatic Shelf practicable thereafter, the Company shall file with the SEC a Registration Statement”), if available to registering all Registrable Shares that any Sellers have requested the Company (a “Short-Form Registration”) or, if Form S-3 is not available, on Form S-1 or other long-form registration statement (a “Long-Form Registration”) in accordance with Section 2(d) and Section 2(b) below (a “Demand Registration”)to register. The Company shall effect any such Demand Registration as soon as reasonably practicable after delivery of such request and, in any event, the Company shall be required to make the initial filing of the Registration Statement within 60 days following receipt of the Investor Party’s request in the case of a Short-From Registration or within 90 days following receipt of the Investor Party’s request in the case of a Long-Form Registration. Any request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered by each Investor Party and the intended method of distribution. Following receipt of a request for a Demand Registration in accordance with this Section 2(a), the Company shall use its all reasonable best efforts to cause such Registration Reg- istration Statement to become be declared effective under as soon as practi- cable after filing and to remain effective until the Securities Act as promptly as practicable after earlier of (i) 60 days following the filing thereof date on which it was declared effec- tive and (if such Registration Statement is not an Automatic Shelf Registration Statement)ii) the date on which all of the Registrable Shares covered thereby are disposed of in accordance with the method or methods of disposition stated therein.

Requests for Registration. Subject to Each Qualified Holder Group shall have the terms and conditions of this Agreement, following the Restricted Period Termination Date, if the Resale Shelf Registration Statement is not available, any Investor Party(ies) representing more than 50% 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 right by delivering a shelf registration pursuant to Rule 415) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available written notice to the Company (a the “Short-Form RegistrationDemand Notice”) orto require the Company to register, if Form S-3 is not available, on Form S-1 or other long-form registration statement (a “Long-Form Registration”) pursuant to the terms of this Agreement under and in accordance with Section 2(d) and Section 2(b) below 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”). The Company shall effect any such Demand Registration as soon as reasonably practicable after delivery of such request and; provided, in any eventhowever, the Company shall be required to make the initial filing of the Registration Statement within 60 days following receipt of the Investor Party’s request in the case of a Short-From Registration or within 90 days following receipt of the Investor Party’s request in the case of a Long-Form Registration. Any request that except for a Demand Registration shall specify Notice relating to the approximate number Management Demand (defined below), a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by each Investor Party and the intended method such Qualified Holder Group is reasonably expected to result in aggregate gross cash proceeds in excess of distribution$20,000,000. Following receipt of a request Demand Notice for a Demand Registration in accordance with this Section 2(a)Registration, the Company shall use its commercially reasonable best 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 become 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 180 days after any other registered 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 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 within 180 days after the effective date of a Registration Statement filed by the Company. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) days after such Notice is given by the Company to such holders. All requests made pursuant to this Section 3 will specify the amount of Registrable Securities to be registered and the intended methods of disposition thereof. The Company shall use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement (except in the case of a Shelf Registration Statement) with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the effective date thereof (if or such shorter period in which all Registrable Securities included in such Registration Statement is not have actually been sold; provided, however, that such period shall be extended, if reasonably practicable, 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 Automatic 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-effective 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 the 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 initial Shelf Registration Statement, or revise such language if deemed necessary by such Yorktown Qualified Holder to effect such Partner Distribution.

Requests for Registration. Subject to the terms provisions of paragraphs (b), (c) and conditions (d) of this AgreementSection 3, following at any time during the Restricted Period Termination Date, if period beginning at the Resale end of the Shelf Registration Statement is not availablePeriod and ending on the earlier of (x) the third anniversary thereof plus the number of days of any suspension under paragraph (d) of this Section 3 of the Holders' right to sell and (y) the first date on which there are no Registrable Securities (the "Demand Registration Period"), any Investor Party(ies) representing more than 50Holder or group of Holders holding at least 7% of the aggregate Registrable Securities still outstanding may make a written request for registration under the Securities Act of all or any portion part of their such Holder's or Holders' Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to the Company (a “Short-Form Registration”) or, if Form S-3 is not available, on Form S-1 or other long-form registration statement (a “Long-Form Registration”) in accordance with Section 2(d) and Section 2(b) below (a “"Demand Registration”"). The Company shall effect any such Demand Registration as soon as reasonably practicable after delivery of such Such request and, in any event, the Company shall be required to make the initial filing of the Registration Statement within 60 days following receipt of the Investor Party’s request in the case of a Short-From Registration or within 90 days following receipt of the Investor Party’s request in the case of a Long-Form Registration. Any request for a Demand Registration shall specify the approximate number amount and kind of Registrable Securities requested to be registered by each Investor Party and the intended method or methods of distributiondisposition. Following Within 10 days after receipt of a such request, Onei▇▇ ▇▇▇ll send written notice of such request for a to all Holders and shall, subject to the provisions of paragraphs (b), (c) and (d) of this Section 3, include in such Demand Registration all Registrable Securities with respect to which Onei▇▇ ▇▇▇eives written requests (specifying the amount and kind of Registrable Securities to be registered and the intended method or methods of disposition) for inclusion therein within 30 days after such notice is sent. As promptly as practicable thereafter, Onei▇▇ ▇▇▇ll file with the SEC a Registration Statement, registering all Registrable Securities that any Holders have requested Onei▇▇ ▇▇ register, for disposition in accordance with this Section 2(a), the Company shall intended method or methods set forth in their notices to Onei▇▇. ▇▇ei▇▇ ▇▇▇ll use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities Act as promptly soon as practicable after filing and to remain effective until the filing thereof earlier of (if such Registration Statement is not an Automatic Shelf Registration Statement)i) 90 days following the date on which it was declared effective and (ii) the date on which all of the Registrable Securities covered thereby are disposed of in accordance with the method or methods of disposition stated therein.

Requests for Registration. Subject to the terms and conditions following paragraphs of this AgreementSection 2(a), following the Restricted Period Termination DateInvestor shall have the right, if by delivering or causing to be delivered a written notice to the Resale Shelf Registration Statement is not availableCompany, any Investor Party(ies) representing more than 50% to require the Company to register pursuant to the terms of this Annex F, under and in accordance with the Registrable Securities may request registration under provisions of the Securities Act or the Securities Market Law, the offer, sale and distribution of all or any portion a number of their Registrable Securities on Form S-3 equal to at least two percent (including a shelf registration 2%) of the Common Stock outstanding as of the date of relevant Demand Notice pursuant to Rule 415) or the terms of this Agreement (any similar short-form registration statementsuch written notice, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to the Company (a “Short-Form Registration”) orDemand Notice” and any such registration, if Form S-3 is not available, on Form S-1 or other long-form registration statement (a “Long-Form Registration”) in accordance with Section 2(d) and Section 2(b) below (a “Demand Registration”). The Company shall effect any such Demand Registration as soon as reasonably practicable after delivery of such request and, in any event, the Company shall be required to make the initial filing of the Registration Statement within 60 days following receipt of the Investor Party’s request in the case of a Short-From Registration or within 90 days following receipt of the Investor Party’s request in the case of a Long-Form Registration. Any request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered by each Investor Party and the intended method of distribution. Following receipt of a request Demand Notice for a Demand Registration in accordance with this Section 2(a), the Company shall use its reasonable best efforts to cause such file a Registration Statement in accordance with such Demand Notice as soon as reasonably practicable after delivery of such Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 2(d), if (i) the Registration Statement relating thereto (A) does not become effective under or (B) is not maintained effective for the period required pursuant to this Section 2 or (ii) the offering of the Registrable Securities Act as promptly as practicable after the filing thereof (if pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC or similar order by the SVS 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 an Automatic Shelf satisfied or waived, in each of the foregoing cases other than as a result of the Investor’s action. All requests made pursuant to this Section 2 will specify the number of Registrable Securities to be registered and the intended method(s) of disposition thereof. Except as otherwise agreed by Investor, the Company shall maintain the continuous effectiveness of the Registration Statement)Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period, as confirmed in writing by the Investor upon request by the Company, ending when such Registrable Securities have actually been sold.

Requests for Registration. Subject to the terms and conditions of limits set forth in this Agreement, following including, without limitation, the Restricted Period Termination Daterestrictions set forth in Section 4 hereof, if at any time after an IPO, the Resale Shelf Registration Statement is not availableInstitutional Investors shall have the right, any Investor Party(ies) representing more than 50% 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 by delivering a shelf registration pursuant to Rule 415) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available written notice to the Company (a “Short-Form RegistrationDemand Notice”) or), if Form S-3 is not availableto require the Company to register, on Form S-1 or other long-form registration statement (a “Long-Form Registration”) pursuant to the terms herein and in accordance with Section 2(d) the provisions of the Securities Act, the offer and Section 2(b) below sale of the number of Registrable Securities requested to be so registered pursuant to the terms herein (a “Demand Registration”). The Within ten (10) days after receipt by the Company shall effect any such of a Demand Registration as soon as reasonably practicable after delivery of such request and, in any eventNotice, the Company shall be required give written notice (the “Notice”) of such Demand Notice to make all Holders and shall, subject to the initial filing provisions of the Registration Statement within 60 days following receipt of the Investor Party’s request Section 2(b) hereof, include in the case of a Short-From Registration or within 90 days following receipt of the Investor Party’s request in the case of a Long-Form Registration. Any request for a Demand Registration shall specify the approximate number of such registration all Registrable Securities requested with respect to be registered which the Company receives written requests for inclusion therein within ten (10) days after such Notice is given by each Investor Party and the intended method of distributionCompany to Holders. Following receipt of a request Demand Notice for a Demand Registration in accordance with this Section 2(a)Registration, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than thirty (30) days after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities Act as promptly as practicable after the filing thereof thereof. Warburg IX and Warburg X shall be entitled to two (2) Demand Registrations each; provided, however, that Warburg IX and Warburg X shall be entitled to an unlimited number of Demand Registrations that constitute Shelf Registrations. Notwithstanding any other provisions of this Section 2, in no event shall more than one Demand Registration occur within any six (6) month period from the effective date of any Registration Statement filed pursuant to a prior Demand Notice or within one hundred twenty (120) days after the effective date of a Registration Statement filed by the Company; provided, however, that no Demand Registration may be prohibited for such 120-day period more often than once in a twelve (12) month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2(a) or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is not subject to a stop order, injunction or similar order or requirement of the SEC during such period. In the case of each of clauses (i), (ii) and (iii), the requesting Holder shall be entitled to an Automatic additional Demand Registration. All requests made pursuant to this Section 2 will specify the amount of Registrable Securities to be included in the Registration Statement and the intended methods of distribution thereof. The Company shall be required to maintain the effectiveness of the Registration Statement (except in the case of a Shelf Registration) with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such Registration Statement at the request of (x) an underwriter or (y) the Company pursuant to the provisions herein. The Company shall be required to maintain the effectiveness of a Registration Statement for a Shelf Registration at all times after the effective date thereof until all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that any Holder of Registrable Securities that have been included in a Registration Statement for a Shelf Registration may request that such Registrable Securities be removed from such Registration Statement), in which event the Company shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) each Shelf Registration shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by a Holder to allow for a distribution to, and resale by, the direct and indirect partners, members or stockholders of a Holder (a “Partner Distribution”) and (ii) the Company shall, at the reasonable request of any Holder seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such Holder to effect such Partner Distribution.

Requests for Registration. Subject At any time after the first to occur of an Initial Public Offering and August 10, 2010, the terms and conditions of this Agreement, following Initiating Holders shall have the Restricted Period Termination Date, if the Resale Shelf Registration Statement is not available, any Investor Party(ies) representing more than 50% 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 right by delivering a shelf registration pursuant to Rule 415) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available written notice to the Company (a “Short-Form Registration”the "Demand Notice") orto require the Company to register, if Form S-3 is not available, on Form S-1 or other long-form registration statement (a “Long-Form Registration”) pursuant to the terms of this Agreement under and in accordance with Section 2(d) and Section 2(b) below (a “Demand Registration”). The Company shall effect any such Demand Registration as soon as reasonably practicable after delivery the provisions of such request and, in any eventthe Securities Act, the Company shall be required to make the initial filing of the Registration Statement within 60 days following receipt of the Investor Party’s request in the case of a Short-From Registration or within 90 days following receipt of the Investor Party’s request in the case of a Long-Form Registration. Any 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 a Demand Notice (other than with respect to a Demand Registration that constitutes a "shelf" registration) may only be made if the sale of the Registrable Securities requested to be registered by each Investor Party and the intended method such Initiating Holders is reasonably expected to result in aggregate gross cash proceeds in excess of distribution$50,000,000. Following receipt of a request Demand Notice for a Demand Registration in accordance with this Section 2(a)Registration, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than thirty (30) days (or sixty (60) days if audited financial statements are required to be included but are not available), after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities Act as promptly as practicable after the filing thereof. The Initiating Holders shall be entitled to a maximum of two (2) Demand Registrations; provided, however, that the Initiating Holders shall be entitled to four additional Demand Registrations that constitute "shelf" registrations as contemplated by the next succeeding sentence. After such time as the Company shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, the Initiating Holders shall be entitled to request that such Demand Registration be a "shelf" registration pursuant to Rule 415 under the Securities Act. Notwithstanding any other provisions of this Section 3, in no event shall more than one (1) Demand Registration occur during any six (6)-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within one hundred eighty (180) days (with respect to the Initial Public Offering) or ninety (90) days (with respect to any underwritten public offering other than the Initial Public Offering) after the date of a final Prospectus filed by the Company; provided, that no Demand Registration may be prohibited for such one hundred eighty (180)-day or ninety (90)-day period, as the case may be, more often than once in a twelve (12)-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case 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 Company of a Demand Notice, the Company shall give written notice (the "Notice") of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) days after such Notice is given by the Company to such holders. All requests made pursuant to this Section 3 will specify the 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 for a period of at least one hundred eighty (180) days (or two (2) years if a "shelf registration" is requested) after the effective date thereof (if or such shorter period in which all Registrable Securities included in such Registration Statement is not 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 Automatic Shelf underwriter of the Company or the Company pursuant to this Agreement; and provided, further, however, that any Member owning Registrable Securities that have been included on a shelf Registration Statement may request that such Registrable Securities be removed from such Registration Statement), in which event the Company shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Registrable Securities. Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) 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 unitholders' 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 Company shall, at the 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 initial Registration Statement, or revise such language if deemed reasonably necessary by such holder to effect such Partner Distribution.

Requests for Registration. Subject to the terms and conditions limits set forth below, at any time after the one hundred eightieth (180th) day after the IPO (or such shorter period of this Agreement, following time as may be permitted by the Restricted Period Termination Date, if the Resale Shelf Registration Statement is not available, any Investor Party(ies) representing more than 50% managing underwriters of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”such IPO), if available PESC Company shall have the right, by delivering a written notice to the Company Corporation (a “Short-Form RegistrationDemand Notice”) orto require the Corporation to register, if Form S-3 is not available, on Form S-1 or other long-form registration statement (a “Long-Form Registration”) pursuant to the terms herein and in accordance with Section 2(d) and Section 2(b) below the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms herein (a “Demand Registration”). The Company Within ten (10) days after receipt by the Corporation of a Demand Notice, the Corporation shall effect any give written notice (the “Notice”) of such Demand Registration as soon as reasonably practicable Notice to all other Holders and shall, subject to the provisions of Section 2(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within twenty (20) days after delivery such Notice is given by the Corporation to such Holders. A Demand Notice shall only be binding on the Corporation if the sale of such request and, in any event, the Company shall be required to make the initial filing of the Registration Statement within 60 days following receipt of the Investor Party’s request in the case of a Short-From Registration or within 90 days following receipt of the Investor Party’s request in the case of a Long-Form Registration. Any request for a Demand Registration shall specify the approximate number of all Registrable Securities requested to be registered by each Investor Party (pursuant to such Demand Notice and in response to the intended method Notice) is reasonably expected to result in aggregate gross proceeds in excess of distributionFifty Million Dollars ($50,000,000). Following receipt of a request Demand Notice for a Demand Registration in accordance with this Section 2(a)Registration, the Company Corporation shall use its reasonable best efforts to file a Registration Statement covering all Registrable Securities requested to be included in such registration by the Holders (subject to the limitations set forth in this Agreement) as promptly as practicable, but not later than sixty (60) days after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities Act as promptly as practicable after the filing thereof thereof. Notwithstanding the foregoing, PESC Company shall be entitled to six (6) Demand Registrations; provided, however, that there shall be no limit to the number of Demand Registrations by PESC Company that constitute “shelf” registrations as contemplated by the next succeeding sentence. If the Corporation is eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, PESC Company shall be entitled to request that any Demand Registration (which shall include, for purposes of “shelf” registrations, demands for underwritten offerings pursuant to the applicable shelf registration statement, and, notwithstanding the threshold set forth in the first paragraph of this Section 2(a), the amount of gross proceeds reasonably expected to result from such Demand Registration shall be in excess of One Million Dollars ($1,000,000)) for which it is delivering a Demand Notice be a “shelf” registration pursuant to Rule 415 under the Securities Act. Notwithstanding any other provisions of this Section 2, in no event shall more than one Demand Registration occur within any six-month period from the effective date of any Registration Statement filed pursuant to a prior Demand Notice or within 120 days after the effective date of any other Registration Statement filed by the Corporation; provided, however, that no Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2(a) or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is not subject to a stop order, injunction or similar order or requirement of the SEC during such period. In the case of each of clauses (i), (ii) and (iii), PESC Company shall be entitled to an Automatic Shelf additional Demand Registration. All requests made pursuant to this Section 2 will specify the amount of Registrable Securities to be registered and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement (except in the case of a requested “shelf” registration) with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of (x) an underwriter or (y) the Corporation pursuant to the provisions herein. 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 all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that any Holder of Registrable Securities that have been included in a shelf Registration Statement may request that such Registrable Securities be removed from such Registration Statement), in which event the Corporation shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Registrable Securities. Notwithstanding anything contained herein to the contrary, the Corporation hereby agrees that (i) each Demand Registration that is a “shelf” registration pursuant to Rule 415 under the Securities Act shall contain all language (including on the Prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by PESC Company to allow for a distribution to, and resale by, the direct and indirect partners, members or stockholders of PESC Company (a “Partner Distribution”) and (ii) the Corporation shall, at the reasonable request of PESC Company if seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by PESC Company to effect such Partner Distribution.

Requests for Registration. Subject to At any time after an Initial Public Offering, each Qualified Holder Group shall have the terms and conditions of this Agreement, following the Restricted Period Termination Date, if the Resale Shelf Registration Statement is not available, any Investor Party(ies) representing more than 50% 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 right by delivering a shelf registration pursuant to Rule 415) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available written notice to the Company (a “Short-Form Registration”the "Demand Notice") orto require the Company to register, if Form S-3 is not available, on Form S-1 or other long-form registration statement (a “Long-Form Registration”) pursuant to the terms of this Agreement under and in accordance with Section 2(d) and Section 2(b) below (a “Demand Registration”). The Company shall effect any such Demand Registration as soon as reasonably practicable after delivery the provisions of such request and, in any eventthe Securities Act, the Company shall be required to make the initial filing of the Registration Statement within 60 days following receipt of the Investor Party’s request in the case of a Short-From Registration or within 90 days following receipt of the Investor Party’s request in the case of a Long-Form Registration. Any 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 a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by each Investor Party and the intended method such Qualified Holder Group is reasonably expected to result in aggregate gross cash proceeds in excess of distribution$20,000,000. Following receipt of a request Demand Notice for a Demand Registration in accordance with this Section 2(a)Registration, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 30 days, after such Demand Notice, and shall use its best efforts to cause such Registration Statement to become 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 two Demand Registrations and the Snyder Qualified Holders shall be entitled collectively to a maximum o▇ ▇▇▇▇e Demand Registrations. Notwithstanding any other provisions of this Section 3, in no event shall more than one Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 120 days after the effective date of a Registration Statement filed by the Company; provided that no Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the "Notice") of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) days after such Notice is given by the Company to such holders. All requests made pursuant to this Section 3 will specify the amount of Registrable Securities to be registered and the intended methods of disposition thereof. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof (if or such shorter period in which all Registrable Securities included in such Registration Statement is not 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 at the request of an Automatic Shelf Registration Statement)underwriter of the Company or the Company pursuant to this Agreement.

Requests for Registration. Subject to the terms and conditions following paragraph of this Agreement, following the Restricted Period Termination Date, if the Resale Shelf Registration Statement is not available, any Investor Party(ies) representing more than 50% of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 (including a shelf registration pursuant to Rule 415) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”Section 3(a), if available the Requisite Holders shall have the right by delivering a written notice to the Company Corporation (a “Short-Form RegistrationDemand Notice”) orto require the Corporation to register, if Form S-3 is not available, on Form S-1 or other long-form registration statement (a “Long-Form Registration”) pursuant to the terms of this Agreement under and in accordance with Section 2(d) and Section 2(b) below 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”). The Company shall effect any such ; provided, however, that a Demand Registration as soon as reasonably practicable after delivery of such request and, in any event, Notice may only be made if the Company shall be required to make the initial filing sale of the Registration Statement within 60 days following receipt of the Investor Party’s request in the case of a Short-From Registration or within 90 days following receipt of the Investor Party’s request in the case of a Long-Form Registration. Any request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered by each Investor Party and the intended method Requisite Holders delivering such Demand Notice is reasonably expected to result in aggregate gross cash proceeds in excess of distribution$50,000,000. Following receipt of a request Demand Notice for a Demand Registration in accordance with this Section 2(a)Registration, the Company Corporation shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 30 days after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to become be declared effective under the Securities Act as promptly as practicable after the filing thereof thereof. The Requisite Holders shall be entitled to unlimited Demand Registrations. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if the Registration Statement relating thereto (if 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 not subject to a stop order, injunction or similar order or requirement of the SEC during such period in which case such requesting holder of Registrable Securities shall be entitled to an Automatic Shelf additional Demand Registration, as the case may be, in lieu thereof. Within 10 days after receipt by the Corporation of a Demand Notice, the Corporation shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Corporation received written requests for inclusion therein within 10 days after such Notice is given by the Corporation to such holders. All requests made pursuant to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposition thereof. The Corporation shall be required to maintain the effectiveness of the Registration Statement)Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration at the request of an underwriter of the Corporation or the Corporation pursuant to the provisions of this Agreement.

Requests for Registration. Subject to At any time after an Initial Public Offering, each Qualified Holder Group shall have the terms and conditions of this Agreement, following the Restricted Period Termination Date, if the Resale Shelf Registration Statement is not available, any Investor Party(ies) representing more than 50% 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 right by delivering a shelf registration pursuant to Rule 415) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available written notice to the Company (a “Short-Form Registration”the "Demand Notice") orto require the Company to register, if Form S-3 is not available, on Form S-1 or other long-form registration statement (a “Long-Form Registration”) pursuant to the terms of this Agreement under and in accordance with Section 2(d) and Section 2(b) below (a “Demand Registration”). The Company shall effect any such Demand Registration as soon as reasonably practicable after delivery the provisions of such request and, in any eventthe Securities Act, the Company shall be required to make the initial filing of the Registration Statement within 60 days following receipt of the Investor Party’s request in the case of a Short-From Registration or within 90 days following receipt of the Investor Party’s request in the case of a Long-Form Registration. Any 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 a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by each Investor Party and the intended method such Qualified Holder Group is reasonably expected to result in aggregate gross cash proceeds in excess of distribution$20,000,000. Following receipt of a request Demand Notice for a Demand Registration in accordance with this Section 2(a)Registration, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 30 days, after such Demand Notice, and shall use its best efforts to cause such Registration Statement to become 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 two Demand Registrations and the ▇▇▇▇▇▇ 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 Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 120 days after the effective date of a Registration Statement filed by the Company; provided that no Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 3(a) if the Registration Statement relating thereto does not become effective or is not maintained effective for the period required pursuant to this Section 3(a), in which case the Demanding Qualified Holder Group shall be entitled to an additional Demand Registration in lieu thereof. Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the "Notice") of such Demand Notice to all holders of Registrable Securities and shall, subject to the provisions of Section 3(b) hereof, include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein within ten (10) days after such Notice is given by the Company to such holders. All requests made pursuant to this Section 3 will specify the amount of Registrable Securities to be registered and the intended methods of disposition thereof. The Company shall be required to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least 180 days after the effective date thereof (if or such shorter period in which all Registrable Securities included in such Registration Statement is not 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 at the request of an Automatic Shelf Registration Statement)underwriter of the Company or the Company pursuant to this Agreement.