Common use of Restrictions on Demand Registrations Clause in Contracts

Restrictions on Demand Registrations. The Company shall not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act for a period of at least 180 days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days of the effective date of (A) a registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “piggyback” rights pursuant to Section 3.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. In addition, the Company shall be entitled to postpone (upon written notice to each Investor) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no more than once in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition, or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, or other similar transaction or otherwise would be materially detrimental to the Company. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Investor shall have the right to withdraw such Demand in accordance with Section 3.03 hereof.

Restrictions on Demand Registrations. (i) The Company shall not be obligated to effect (iA) any Demand Registration on Form S-1 (or any similar long-form registration) unless the aggregate fair market value of the Registrable Securities requested to be registered in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act for a period of at least 180 days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (iiincluding any Registrable Securities requested to be included in such Demand Registration pursuant to Section 1(b) hereof by holders other than holders that instituted such Demand Registration) is at least $100,000,000 (based on the Closing Price on the Trading Day prior to effect the day on which such request for a Demand Registration is given), (B) any Demand Registration on Form S-3 (or any similar short-form registration) unless the aggregate fair market value of the Registrable Securities requested to be registered in such Demand Registration (including any Registrable Securities requested to be included in such Demand Registration pursuant to Section 1(b) hereof by an Investor holders other than holders that instituted such Demand Registration) is at least $40,000,000 (based on the Closing Price on the Trading Day prior to the day on which such request for a Demand Registration is given) or (C) any Demand Registration within one hundred eighty 120 days (180or 180 days if such Demand Registration was on a Form S-1 or any successor form) days of after the effective date of (A) a previous Demand Registration or a previous registration in which such Investor, on its own behalf or on behalf the holders of any of its Affiliates, exercised “piggyback” Registrable Securities were given piggyback rights pursuant to Section 3.02 hereof (provided that2 and, with respect to such a registration in each case, in which such piggyback rights holders were exercised, such Investor was permitted able to include in such registration register and sell at least twenty-five percent (25%) 90% of the number of Registrable Securities that such Investor and its Affiliates sought requested to include be included therein) or (B) any other Demand Registration. In addition, the Company shall not be entitled obligated to postpone effect any Demand Registration during the period starting with the date that is sixty (upon written notice 60) days prior to each Investor) for up to the Board’s good faith estimate of the date of filing of, and ending on the date that is ninety (90) days (provided that such 90-day period shall be reduced by the filing or number of days in which the effectiveness of 60-day period shall have been extended, if any) after the effective date of, a registration statement in respect of a Demand (but no more than once in any period of twelve (12) consecutive months) if Company initiated registration, provided that the Board determines Company is actively employing in good faith all reasonable efforts to cause such registration to become effective, and provided, further that the aggregate number of days that any one or more Demand Registrations are suspended or delayed by operation of this Section 1(g) shall not exceed 180 days in any twelve month period. (ii) The Company may postpone, for a reasonable period of time, the filing of, or suspend the effectiveness of, any registration statement for a Demand Registration or amendment thereto, or suspend the use of any prospectus and shall not be required to amend or supplement the registration statement, any related prospectus or any document incorporated therein by reference if the Board, in its reasonable judgment good faith judgment, determines that effecting the Demand Registration in respect of such Demand it would reasonably be expected to have a material adverse effect on any plan or proposal or plan by the Company to engage in any debt or equity offering, material acquisition, acquisition or disposition of assets (other than in the ordinary course of business) or any stock purchase, merger, consolidation, tender offer, reorganization or other similar transaction or otherwise would be materially detrimental require the disclosure of information that has not been disclosed to the public, the premature disclosure of which would materially adversely affect the Company. ; provided that in such event, the duration of the rights of the holders to require Demand Registrations pursuant to this Section 1 and to participate in Piggyback Registrations pursuant to Section 2 shall be extended by the period of any such postponement; and provided, further that the Company may delay a Demand Registration hereunder only once in any 12-month period and the duration of such postponement or suspension may not exceed more than 90 consecutive days in any 12 month period. (iii) In the event of a postponement by the Company of the filing any such suspension or effectiveness of a registration statement in respect of a Demanddelay, the Demanding Investor holders of Registrable Securities initially requesting a Demand Registration that is suspended or delayed by operation of this Section 1(g) shall have the right be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder, and the Company shall pay all Registration Expenses in accordance connection with Section 3.03 hereofsuch registration.

Restrictions on Demand Registrations. The Company shall not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act Act, for a period of at least 180 longer than one hundred eighty (180) days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days of after the effective date of (A) a “firm commitment” underwritten registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised all Stockholders were given “piggyback” rights pursuant to Section 3.02 2.2 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, each such Investor Stockholder exercising such piggyback rights was permitted to include in such registration at least twentyseventy-five percent (2575%) of the Registrable Securities that such Investor and its Affiliates Stockholder sought to include therein) or (B) any other Demand Registration. In addition, the Company shall be entitled to postpone (upon written notice to each Investorall Stockholders) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no more than once in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition, acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, offer or other similar transaction or otherwise would be materially detrimental to the Companytransaction. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Investor Holders shall have the right to withdraw such Demand in accordance with Section 3.03 2.3 hereof.

Restrictions on Demand Registrations. The Except as otherwise provided in this Section 6.1(d), the Company shall be obligated to effect six Demand Registrations pursuant to a THL Demand Right and two Demand Registrations pursuant to a RGHI Demand Right. Any Demand Registration requested must be for a firmly underwritten public offering of Registrable Securities with an expected value of at least $25 million to be managed by an underwriter or underwriters of recognized national standing selected by the Requesting THL Holders or RGHI, as applicable, and reasonably acceptable to the Company. If, after a request is made, the Company has determined in good faith that the filing of a registration request would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential relating to a pending transaction, the Company shall not be obligated to effect the registration until the earlier of (iA) the date upon which such material information is disclosed to the public or is no longer material or (B) 120 days after the Company first makes such good faith determination. If the Company shall furnish to the Requesting THL Holders or RGHI, as applicable, a certificate signed by the Chief Executive Officer of the Company stating that in the case good faith judgment of a the Board, it would be seriously detrimental to the Company and its Securityholders for such Demand RegistrationRegistration to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to maintain the effectiveness of a registration statement under the Securities Act defer taking action with respect to such filing for a period of at least 180 days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within not more than one hundred eighty (180) days after receipt of the effective date of (A) a registration in which such InvestorRegistration Request by the Requesting THL Holders or RGHI, on its own behalf or on behalf of any of its Affiliatesas applicable; provided, exercised “piggyback” rights pursuant to Section 3.02 hereof (provided thathowever, that the Company may not utilize this right more than once with respect to such a registration in which such piggyback rights were exercisedTHL Demand Right or RGHI Demand Right, such Investor was permitted to include in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. In addition, the Company shall be entitled to postpone (upon written notice to each Investor) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no more than once in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition, or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, or other similar transaction or otherwise would be materially detrimental to the Company. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Investor shall have the right to withdraw such Demand in accordance with Section 3.03 hereofas applicable.

Restrictions on Demand Registrations. The Company shall will not be obligated to effect any Demand Registration: (i) in within 150 days after the case effective date of a previous Demand Registration, . Company shall be entitled to maintain postpone the filing or effectiveness of any registration statement otherwise required to be prepared and filed by it pursuant to Section 8.1(a) for a reasonable period of time (but not exceeding 180 days) if the Company determines, in its reasonable judgment, that such registration and offering, or such offers and sales, would materially and adversely interfere with any material financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its Affiliates or would require the Company to disclose material non-public information; provided, however, that the Company shall use all reasonable efforts to minimize the period of such postponement and may not utilize this right more than once in any twelve-month period; (ii) during the 180 day period commencing with the date of the Company’s Qualifying IPO, or (iii) within 180 days after the effective date of any pervious Demand Registration or (iv) if the Company delivers notice to holders of Registrable Securities within 30 days of any Registration request of its intent to file a Qualifying IPO of shares of common stock pursuant to an effective registration statement under the Securities Act of 1933 within 90 days. The Company shall promptly give the requesting Purchasers written notice of such determination, containing a general statement of the reasons for a period such postponement and an approximation of at least 180 days or, in the case anticipated delay. If the Company shall so postpone the filing of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days of the effective date of (A) a registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “piggyback” rights pursuant to Section 3.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. In additionstatement, the Company shall be entitled to postpone (upon written notice to each Investor) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no more than once in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition, or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, or other similar transaction or otherwise would be materially detrimental to the Company. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Investor requesting Purchasers shall have the right to withdraw the request for registration by giving written notice to the Company within 60 days (or within the period of postponement if such Demand period is less than 60 days) after receipt of the notice of postponement in accordance with the event of such withdrawal, such request shall not be deemed a request for registration pursuant to Section 3.03 8.1(a) hereof.

Restrictions on Demand Registrations. The Company shall not be obligated may (ia) in postpone the case of a Demand Registration, to maintain filing or the effectiveness of a registration statement Registration Statement requested by the Shareholder or of a supplement or amendment thereto during the regular quarterly period during which directors and executive officers of the Company are not permitted to trade under the Securities Act for a period of at least 180 days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the effective Company then in effect until the expiration of such quarterly period (but in no event later than two (2) Business Days after the date of the Company’s quarterly earnings announcement) and (Ab) a registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “piggyback” rights pursuant to Section 3.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. In addition, the Company shall be entitled to postpone (upon written notice to each Investor) for up to ninety (90) calendar days the filing or the effectiveness of a registration statement in respect Registration Statement or of a Demand (but no more than once in any period of twelve (12) consecutive months) supplement or amendment thereto if the Board of Directors determines in good faith and in its reasonable judgment that effecting the such Demand Registration in respect of such Demand or Shelf Registration, as the case may be, would (i) reasonably be expected to materially impede, delay, interfere with or otherwise have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition, or disposition acquisition of assets (other than in the ordinary course of business) or any ), merger, consolidation, tender offer, financing or any other similar material business transaction or otherwise would be materially detrimental to the Company. In the event of a postponement by the Company or any of its Subsidiaries or (ii) require disclosure of information that has not been, and is otherwise not required to be, disclosed to the public, the premature disclosure of which would materially and adversely affect the Company (any such period in either clause (a) or (b) to be referred to as a “Blackout Period”). The postponement rights in clause (b) of the filing or effectiveness first sentence of this Section 5.2 shall not be applicable to the Shareholder for more than a registration statement total of ninety (90) calendar days during any period of twelve (12) consecutive months. The postponement rights in respect clause (b) of the first sentence of this Section 5.2 and the holdback obligation in Section 5.10 shall not be applicable to the Shareholder for more than a Demand, the Demanding Investor shall have the right to withdraw such Demand in accordance with Section 3.03 hereoftotal of one hundred eighty (180) calendar days during any period of twelve (12) consecutive months.

Restrictions on Demand Registrations. The Notwithstanding anything to the contrary contained herein: (i) the Company shall not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act for a period of at least 180 days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect (A) any Demand Registration requested by an Investor within one hundred eighty (180) days of six months after the effective date of (A) a registration in which such Investor, on its own behalf the Com pany's initial public offering or on behalf of any of its Affiliates, exercised “piggyback” rights pursuant to Section 3.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) previous Demand Registration or (B) any other Demand Registration. In addition, Registration that would cause the Company to violate Section 5(b) of this Agreement; (ii) the Company shall not be entitled required to effect a registra tion of Registrable Securities pursuant to this Section 3 if it shall have delivered to the Demand Party a written opinion of counsel to the Company of recognized national standing reasonably acceptable to the Holders to the effect that the disposition of the Registrable Securities with respect to which such demand has been made shall not require registration under the Securities Act or any state securities or blue sky law then in force; and (iii) the Company may postpone (upon written notice or withdraw for a reason able period, not to each Investor) for up to exceed ninety (90) days (subject to extension for up to 45 additional days by a vote of a majority of the members of the Company's Board of Directors), the filing or the effectiveness of a registration statement in respect for a Demand Registration if based on the good faith judgment of a Demand majority of the members of the Company's Board of Directors and on advice of counsel, such postponement or withdrawal is necessary in order to avoid premature disclosure of: (but no more than once in any period of twelve (121) consecutive months) if a matter that the Board determines of Directors has deter mined would not be in good faith and in its reasonable judgment that effecting the Demand Registration in respect best interest of the Company to be disclosed at such Demand time or (2) a material fact the disclosure of which would have a material adverse effect on any proposal or plan by the Company or any of its subsid iaries to engage in any debt or equity offering, material acquisition, or disposition acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, offer or other similar transaction or otherwise would be materially detrimental to the Company. In the significant transaction; provided, however, that in no event of a postponement by shall the Company of the filing or effectiveness of withdraw a registration statement after such registration statement has been declared effective; provided further, however, that, to the extent applicable, such postponement or withdrawal period shall terminate upon the completion or abandonment of the acquisition of assets, merger, consolidation, tender offer or other significant transaction to which such postponement or withdrawal relates. The Company shall be entitled to one (1) postponement or with drawal (including any extension thereof) in respect any 12 month period regardless of a Demand, the Demanding Investor shall have the right to withdraw number of days in such Demand in accordance with Section 3.03 hereof.postponement or

Restrictions on Demand Registrations. The Company shall not be obligated to file any Demand Registration: (i) prior to June 30, 1998 for an aggregate number of Registrable Securities in excess of one million (1,000,000) shares (as adjusted for stock splits, dividends, reclassifications, etc.), unless the case Company receives the written opinion of its investment bank at the time that the Trading Price of the Company Common Stock would not fall by more than twenty-five percent (25%) for more than fifteen (15) consecutive trading days as a result of such sale, in which case, a Demand Registrationcould be brought for such aggregate number of Registrable Shares as would not, in such investment bank's opinion, cause the Trading Price to maintain fall below such level; (ii) unless the effectiveness method of distribution is pursuant to a so- called "firm commitment" underwritten registration statement under to be managed and administered by an underwriter selected by the Securities Act for a period Board of at least 180 days orDirectors of the Company; provided, however, in the case of event the Company cannot reach an agreement with an underwriter to underwrite a registration statement registering securities pursuant on a firm commitment basis, in such circumstance only, the method of distribution may be a "best efforts" underwritten registration to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested be managed and administered by an Investor underwriter selected by the Board of Directors of the Company; or (iii) within one hundred eighty (180) days of after the effective date of (A) a so-called "firm commitment" underwritten registration in which such Investor, on its own behalf or on behalf all holders of any of its Affiliates, exercised “Registrable Securities were given so-called "piggyback” " rights pursuant to Section 3.02 hereof (provided that3 hereof, with respect unless the number or amount of Registrable Securities sold pursuant to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five is less than eighty percent (2580%) of the Registrable Securities that such Investor and as to which HIIC and/or its Affiliates sought to include therein) or (B) any other Demand Registrationrequested registration. In addition, the Company shall be entitled to postpone (upon written notice to each InvestorHIIC) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand for up to one hundred twenty (120) days (but no more than once in any period of twelve consecutive eight (12) consecutive 8) months) after the date of receipt of a Demand Notice if the Company's Board of Directors determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would (i) have a material adverse effect on any proposal or plan by the Company to engage in any public debt or equity offeringfinancing, material acquisition, acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, offer or other similar transaction or otherwise (ii) require disclosure of a previously undisclosed material development involving the Company which disclosure would be materially detrimental to have a material adverse effect on the CompanyCompany or its prospects. In the event the Company receives a request prior to June 30, 1998 to file a Demand Registration for an aggregate number of Registrable Securities in excess of one million (1,000,000) shares (as adjusted for stock splits, dividends, reclassifications, etc.), the Company shall request its investment bank to conduct the analysis set forth in paragraph (d)(i) above, and in the event such investment bank does not issue within fifteen (15) business days after the date of receipt of a postponement Demand Notice by the Company its written opinion that the sale would cause the Trading Price of the filing or effectiveness Company Common Stock to fall by more than twenty-five percent (25%) for more than fifteen (15) consecutive trading days, then it shall be presumed for purposes of a registration statement in respect this paragraph (d) that such investment bank was of a Demand, the Demanding Investor shall have opinion that the right sale would not cause the Trading Price of the Company Common Stock to withdraw such Demand in accordance with Section 3.03 hereof.fall by more than twenty-five percent (25%) for more than fifteen (15) consecutive trading days

Restrictions on Demand Registrations. The Company shall not be obligated to (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act Act, filed pursuant to a Demand Registration, for a period of at least 180 longer than 120 days (or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities ActShelf Registration Statement, until all securities registered under such Demand Registration are sold; two years), or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days of the effective date of (A) within 90 days of a “firm commitment” underwritten registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “piggyback” all Stockholders holding a Registrable Amount were given piggyback rights pursuant to Section 3.02 hereof 2.02 (provided that, with respect subject to Section 2.02(b)) and at least 80% of the number of Registrable Securities requested by such a registration in which such piggyback rights were exercised, such Investor was permitted Stockholders to include be included in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or statement were included, (B) within three months of any other Demand Registration, or (C) if, in the Company’s reasonable judgment, it is not feasible for the Company to proceed with the Demand Registration because of the unavailability of audited financial statements. In addition, the Company shall be entitled to postpone the filing of a registration statement or the facilitation of a registered offering (upon written notice to each Investorall Stockholders) for up to ninety (90) days in the event of a Blackout Period until the expiration of the applicable Blackout Period. The Company may not postpone the filing or the effectiveness of a registration statement in respect or the facilitation of a Demand (but no registered offering more than once twice in any period of twelve (12) 12 consecutive months) , except if required by Applicable Law; provided that if the Board determines in good faith and in its reasonable judgment that effecting Company has previously postponed the Demand Registration in respect filing of a registration statement or the facilitation of a registered offering, the Company may not again postpone the effectiveness of such Demand would have a material adverse effect on any proposal or plan by registration statement until 30 days after the expiration of the previous postponement. If the Company to engage in any debt or equity offering, material acquisition, or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, or other similar transaction or otherwise would be materially detrimental to the Company. In the event of a postponement by the Company of postpones the filing or effectiveness of a registration statement in respect for a Demand Registration, the holders of a Demand, majority of Registrable Securities held by the Demanding Investor Requesting Stockholder(s) shall have the right to withdraw such Demand in accordance with Section 3.03 hereof2.04.

Restrictions on Demand Registrations. The Company shall not be obligated to (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act Act, filed pursuant to a Demand Registration, for a period of at least 180 longer than 60 days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days of the effective date of (A) within six months of a registration “firm commitment” Underwritten Offering in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised all Stockholders were offered “piggyback” rights pursuant to Section 3.02 hereof 2.4 (provided that, with respect subject to Section 2.3(b)) and at least 50% of the number of Registrable Securities requested by such a registration in which such piggyback rights were exercised, such Investor was permitted Stockholders to include be included in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or offering were included, (B) within six months of any other Demand Registration, (C) if a Shelf Registration Statement is effective pursuant to Section 2.1 or (D) if, in the Company’s reasonable judgment, it is not feasible for the Company to proceed with the Demand Registration because of the unavailability of audited or other required financial statements. In addition, the Company shall be entitled to postpone (upon written notice to each Investorall Stockholders) for up to ninety (90) 105 days the filing or the effectiveness of a registration statement in respect of a for any Demand Registration (but no more than once twice in any period of twelve (12) 12 consecutive months) ), if the Board determines in good faith and in its reasonable judgment that effecting the filing or effectiveness of the registration statement relating to such Demand Registration in respect would cause the disclosure of such Demand would have a material adverse effect on any proposal or plan by material, non-public information that the Company to engage in any debt or equity offering, material acquisition, or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, or other similar transaction or otherwise would be materially detrimental to the Companyhas a bona fide business purpose for preserving as confidential. In the event of such a postponement by the Company of Company, the filing or effectiveness holders of a registration statement in respect majority of a Demand, Registrable Securities held by the Demanding Investor Requesting Stockholder(s) shall have the right to withdraw such Demand in accordance with Section 3.03 hereof2.5.

Restrictions on Demand Registrations. The Company shall not be obligated (i) to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration in the case of a Demand Registration, to maintain Long-Form Registration and 90 days after the effectiveness effective date of a registration statement under the Securities Act for a period of at least 180 days or, previous Demand Registration in the case of a registration statement registering securities pursuant Short-Form Registration. The Company may postpone for up to Rule 415 under 60 days (which period may be extended by the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by Company for an Investor within one hundred eighty (180) additional 60 days with the consent of the effective date holders of (A) a registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “piggyback” rights pursuant to Section 3.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five percent (25%) majority of the Registrable Securities that to be included in such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. In addition, the Company shall such consent not to be entitled to postpone (upon written notice to each Investorunreasonably withheld) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of for a Demand (but no more than once in any period of twelve (12) consecutive months) Registration if the Company’s Board determines in its reasonable good faith and in its reasonable judgment that effecting the such Demand Registration in respect of such Demand would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any debt or equity offering, material acquisition, or disposition acquisition of assets or stock (other than in the ordinary course of business) or any merger, consolidation, tender offer, recapitalization, reorganization or other similar transaction or otherwise require the Company to disclose any material nonpublic information which would reasonably be materially likely to be detrimental to the Company. In the event of a postponement by the Company of the filing or effectiveness of a registration statement and its Subsidiaries; provided that in respect of a Demandsuch event, the Demanding Investor holders of Registrable Securities initially requesting such Demand Registration shall have the right be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses in accordance connection with Section 3.03 hereofsuch registration. The Company may delay a Demand Registration hereunder for a maximum of 120 days in any twelve-month period.

Restrictions on Demand Registrations. The Company shall not be obligated to (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act Act, filed pursuant to a Demand Registration, for a period of at least 180 days orlonger than forty-five (45) days, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days of the effective date of (A) within six (6) months of a "firm commitment" underwritten registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “all Affiliated Shareholders were given "piggyback” " rights pursuant to Section 3.02 2.2 hereof (provided that, with respect and at least 50% of the number of Registrable Securities requested by such Affiliated Shareholders to such a registration in which such piggyback rights were exercised, such Investor was permitted to include be included in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or were included, (B) within six (6) months of any other Demand Registration, or (C) if, in the Company's reasonable judgment, it is not feasible for the Company to proceed with the Demand Registration because of the unavailability of audited financial statements. In addition, the Company shall be entitled to postpone (upon written notice to each Investorall Affiliated Shareholders) for up to ninety one hundred twenty (90120) days the filing or the effectiveness of a registration statement in respect of for a Demand Registration (but no more than once twice in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration or the disclosure of material, non-public information in respect of such Demand connection therewith would have a material adverse effect affect on the Company or on any proposal or plan by the Company or any of its subsidiaries to engage in any debt or equity offering, material acquisition, acquisition or disposition of assets (other than in the ordinary course of business) or any assets, merger, consolidation, tender offer, offer or other similar transaction or otherwise would be materially detrimental to the Companytransaction. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect for a Demand Registration, the holders of a Demand, the majority of Registrable Securities held for all Demanding Investor Holders shall have the right to withdraw such Demand in accordance with Section 3.03 2.3 hereof.

Restrictions on Demand Registrations. The Company Corporation shall not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act Act, for a period of at least 180 longer than ninety (90) days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days of after the effective date of (A) a registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “Fund IV and the Additional Stockholders were given "piggyback” " rights pursuant to Section 3.02 4.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, Fund IV and the Additional Stockholders exercising such Investor was piggyback rights were permitted to include in such registration at least twenty-five fifty percent (2550%) of the Registrable Securities that Fund IV and such Investor and its Affiliates Additional Stockholders sought to include therein) or (B) any other Demand Registration. In addition, the Company Corporation shall be entitled to postpone (upon written notice to each InvestorFund IV and any Additional Stockholders) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no more than once in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would have a material adverse effect affect on any proposal or plan by the Company Corporation to engage in any debt or equity offering, material acquisition, or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, or other similar transaction or otherwise would be materially detrimental to the Companytransaction. In the event of a postponement by the Company Corporation of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Investor Fund IV shall have the right to withdraw such Demand in accordance with Section 3.03 4.03 hereof.

Restrictions on Demand Registrations. The Company shall not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act for a period of at least 180 one hundred eighty (180) days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor Investor, in each case, within one hundred eighty ninety (18090) days of the effective date of (A) a registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “piggyback” rights pursuant to Section 3.02 2.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five fifty percent (2550%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. For the avoidance of doubt, the effectiveness of the Initial Resale Registration Statement shall not be deemed a registration for purposes of exceptions (A) or (B) of this subsection above. In addition, the Company shall be entitled to postpone (upon written notice to each Investor) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no on one or more than once occasions), provided that the aggregate number of days the Company shall be permitted to so postpone, together with any and all days postponed in respect of a Shelf Registration Statement pursuant to Section 2.03, shall not exceed an aggregate of forty-five (45) days in any period of twelve (12) consecutive months) , if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition, or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, or other similar transaction or otherwise would be materially detrimental to the Companytransaction. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Investor shall have the right to withdraw such Demand in accordance with Section 3.03 2.04 hereof.

Restrictions on Demand Registrations. The Company shall will not be obligated to effect any Demand Registration: (i) in within 150 days after the case effective date of a previous Demand Registration, . Company shall be entitled to maintain postpone the filing or effectiveness of any registration statement otherwise required to be prepared and filed by it pursuant to Section 7.1(a) for a reasonable period of time (but not exceeding 180 days) if the Company determines, in its reasonable judgment, that such registration and offering, or such offers and sales, would materially and adversely interfere with any material financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its Affiliates or would require the Company to disclose material non-public information; provided, however, that the Company shall use all reasonable efforts to minimize the period of such postponement and may not utilize this right more than once in any twelve-month period; (ii) during the 180 day period commencing with the date of the Company’s Qualifying IPO, or (iii) within 180 days after the effective date of any pervious Demand Registration or (iv) if the Company delivers notice to holders of Registrable Securities within 30 days of any Registration request of its intent to file a Qualifying IPO of shares of common stock pursuant to an effective registration statement under the Securities Act of 1933 within 90 days. The Company shall promptly give the requesting Purchasers written notice of such determination, containing a general statement of the reasons for a period such postponement and an approximation of at least 180 days or, in the case anticipated delay. If the Company shall so postpone the filing of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days of the effective date of (A) a registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “piggyback” rights pursuant to Section 3.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. In additionstatement, the Company shall be entitled to postpone (upon written notice to each Investor) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no more than once in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition, or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, or other similar transaction or otherwise would be materially detrimental to the Company. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Investor requesting Purchasers shall have the right to withdraw the request for registration by giving written notice to the Company within 60 days (or within the period of postponement if such Demand period is less than 60 days) after receipt of the notice of postponement in accordance with the event of such withdrawal, such request shall not be deemed a request for registration pursuant to Section 3.03 7.1(a) hereof.

Restrictions on Demand Registrations. The Except as otherwise provided in this Section 3.1(d), the Company shall be obligated to effect six Demand Registrations pursuant to a THL Demand Right and two Demand Registrations pursuant to a RGHI Demand Right. Any Demand Registration requested must be for a firmly underwritten public offering of Registrable Securities with an expected value of at least $25 million to be managed by an underwriter or underwriters of recognized national standing selected by the Requesting THL Holders or RGHI, as applicable, and reasonably acceptable to the Company. If, after a request is made, the Company has determined in good faith that the filing of a registration request would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential relating to a pending transaction, the Company shall not be obligated to effect the registration until the earlier of (iA) the date upon which such material information is disclosed to the public or is no longer material or (B) 120 days after the Company first makes such good faith determination. If the Company shall furnish to the Requesting THL Holders or RGHI, as applicable, a certificate signed by the Chief Executive Officer of the Company stating that in the case good faith judgment of a Demand Registrationthe Board, to maintain the effectiveness filing of a registration statement under in connection with such Demand Registration would be seriously detrimental to the Securities Act Company and its stockholders and that 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 at least 180 days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within not more than one hundred eighty (180) days after receipt of the effective date of (A) a registration in which such InvestorRegistration Request by the Requesting THL Holders or RGHI, on its own behalf or on behalf of any of its Affiliatesas applicable; provided, exercised “piggyback” rights pursuant to Section 3.02 hereof (provided thathowever, that the Company may not utilize this right more than once with respect to such a registration in which such piggyback rights were exercisedTHL Demand Right or RGHI Demand Right, such Investor was permitted to include in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. In addition, the Company shall be entitled to postpone (upon written notice to each Investor) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no more than once in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition, or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, or other similar transaction or otherwise would be materially detrimental to the Company. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Investor shall have the right to withdraw such Demand in accordance with Section 3.03 hereofas applicable.

Restrictions on Demand Registrations. The Company Offeror shall not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act Act, for a period of at least 180 longer than one hundred eighty (180) days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days of after the effective date of (A) a “firm commitment” underwritten registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised all Members were given “piggyback” rights pursuant to Section 3.02 9.2 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, each such Investor Member exercising such piggyback rights was permitted to include in such registration at least twentyseventy-five percent (2575%) of the Registrable Securities that such Investor and its Affiliates Member sought to include therein) or (B) any other Demand Registration. In addition, the Company Offeror shall be entitled to postpone (upon written notice to each Investorall Members) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no more than once in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would have a material be materially adverse effect on to any proposal or plan by the Company Offeror to engage in any debt or equity offering, material acquisition, acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, offer or other similar transaction or otherwise would be materially detrimental to the Companytransaction. In the event of a postponement by the Company Offeror of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Investor Holders shall have the right to withdraw such Demand in accordance with Section 3.03 9.3 hereof.

Restrictions on Demand Registrations. The Company shall not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act for a period of at least 180 days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days of after the effective date of (A) a “firm commitment” underwritten registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised all Stockholders were given “piggyback” rights pursuant to Section 3.02 2.2 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, each Founder Entity exercising such Investor piggyback rights was permitted to include in such registration at least twentyseventy-five percent (2575%) of the Registrable Securities that such Investor and its Affiliates Founder Entity sought to include therein) or (B) any other Demand Registration. In addition, the Company shall be entitled to postpone (upon written notice to each Investorall Stockholders) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no more than once in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would (i) have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition, acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, offer or other similar transaction or (ii) require disclosure of information not otherwise then required to be disclosed and that such disclosure would be materially detrimental to adversely affect any material business opportunity, transaction or negotiation then contemplated by the Company. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Investor Holders shall have the right to withdraw such Demand in accordance with Section 3.03 2.3 hereof.

Restrictions on Demand Registrations. The Company shall not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act for a period of at least 180 days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days of the effective date of (A) a registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “piggyback” rights pursuant to Section 3.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. In addition, the Company shall be entitled to may postpone (upon written notice to each Investor) for up to ninety (90but not exceeding) days six (6) months the filing or the effectiveness of a registration statement in respect of Registration Statement for a Demand (but no more than once in any period of twelve (12Registration, whether pursuant to Subsection 2(a) consecutive months) or 2(d), if the Company's Board of Directors determines in good faith and in its reasonable judgment that effecting the such Demand Registration in respect of such Demand would reasonably be expected to have a material an adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any debt or equity offering, material acquisition, or disposition acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, offer or other similar transaction or otherwise that the Demand Registration will adversely interfere with other Company events or would be materially detrimental require disclosure of material nonpublic information relating to the Company which, in the reasonable opinion of the Board of Directors of the Company. In the event of a postponement by , should not be disclosed; provided that (i) the Company of may postpone the filing or effectiveness of a registration statement in respect Demand Registration Statement pursuant hereto not more than once during any twelve consecutive month period, and (ii) the Company may postpone or withdraw the filing or effectiveness of a DemandDemand Registration Statement pursuant hereto not more than twice during the term of this Agreement. In addition, the Demanding Investor Company shall have not be required to comply with this Section 2 within one hundred eighty (180) days after the right effective date of an initial Public Offering or within ninety (90) days of another Registration Statement subject to this Section 2 or Section 3. In any such event, the holders of Registrable Securities requesting such Demand Registration will be entitled to withdraw their request for the Demand Registration. If the request for the Demand Registration is so withdrawn, such Demand in accordance with Section 3.03 hereof.Registration request shall not count as a Demand Registration request hereunder; provided, however, that the holders of Registrable Securities shall not be permitted to request another Demand Registration until such postponement would have ended had the request not been

Restrictions on Demand Registrations. The Company shall not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act for a period of at least 180 days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days after the date of effectiveness of a registration statement for any securities of the Company or within sixty (60) days prior to the proposed effective date of (A) a registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “piggyback” rights pursuant to Section 3.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five percent (25%) of statement, provided that the Registrable Securities that Company is actively employing in good faith its commercially reasonable efforts to cause such Investor and its Affiliates sought registration statement to include therein) or (B) any other Demand Registrationbecome effective. In addition, the The Company shall be entitled to postpone (upon written notice to each Investor) postpone, for a reasonable period of time up to ninety (90) days days, the filing, effectiveness or use of, or trading under, any registration statement for a Demand Registration if the Company shall determine that any such filing or the effectiveness sale of a any securities pursuant to such registration statement would in respect of a Demand (but no more than once in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting of the Demand Registration in respect of such Demand would Board: (i) be expected to have a material an adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any debt or equity offering, material acquisition, or disposition acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offeroffer or similar transaction; (ii) require disclosure of material nonpublic information that, or other similar transaction or otherwise if disclosed at such time, would be materially harmful to the interests of the Company and its stockholders; or (iii) otherwise be seriously detrimental to the Company. In Company or its equity holders; provided that in such event, the event holders of a postponement majority of the Registrable Securities requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn the Company will pay all Registration Expenses in connection with such registration; provided, further, that such right to postpone the filing, effectiveness or use of, or trading under, any registration statement may be exercised by the Company not more than once in any twelve (12) month period; provided, further, that the Company shall not register any securities for its own account or the account of the filing or effectiveness any other stockholder during such period of a registration statement in respect of a Demand, the Demanding Investor shall have the right to withdraw such Demand in accordance with Section 3.03 hereofpostponement.

Restrictions on Demand Registrations. The Company shall not be obligated to (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act Act, filed pursuant to a Demand Registration, for a period of at least 180 days orlonger than sixty (60) days, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days of the effective date of (A) within six (6) months of a "firm commitment" underwritten registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “all Affiliated Stockholders were given "piggyback” " rights pursuant to Section 3.02 1.2 hereof (provided that, with respect and at least 50% of the number of Registrable Securities requested by such Affiliated Stockholders to such a registration in which such piggyback rights were exercised, such Investor was permitted to include be included in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or were included, (B) within six (6) months of any other Demand Registration, or (C) if, in the Company's reasonable judgment, it is not feasible for the Company to proceed with the Demand Registration because of the unavailability of audited financial statements. In addition, the Company shall be entitled to postpone (upon written notice to each Investorall Affiliated Stockholders) for up to ninety one hundred twenty (90120) days the filing or the effectiveness of a registration statement in respect of for a Demand Registration (but no more than once twice in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration or the disclosure of material, non-public information in respect of such Demand connection therewith would have a material adverse effect affect on the Company or on any proposal or plan by the Company or any of its subsidiaries to engage in any debt or equity offering, material acquisition, acquisition or disposition of assets (other than in the ordinary course of business) or any assets, merger, consolidation, tender offer, offer or other similar transaction or otherwise would be materially detrimental to the Companytransaction. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect for a Demand Registration, the holders of a Demand, the majority of Registrable Securities held for all Demanding Investor Holders shall have the right to withdraw such Demand in accordance with Section 3.03 1.4 hereof.

Restrictions on Demand Registrations. The Company shall not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act for a period of at least 180 exceeding one hundred eighty (180) days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until after all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor Investor, in each case, within one hundred eighty ninety (18090) days of the effective date of (A) a registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “piggyback” rights pursuant to Section 3.02 2.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five fifty percent (2550%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. For the avoidance of doubt, the effectiveness of the Initial Resale Registration Statement shall not be deemed a registration for purposes of exceptions (A) or (B) of this subsection above. In addition, the Company shall be entitled to postpone (upon written notice to each Investor) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of a Demand (but no on one or more than once occasions), provided that the aggregate number of days the Company shall be permitted to so postpone, together with any and all days postponed in respect of a Shelf Registration Statement pursuant to Section 2.03, shall not exceed an aggregate of forty-five (45) days in any period of twelve (12) consecutive months) , if the Board determines in good faith and in its reasonable judgment that effecting the Demand Registration in respect of such Demand would have a material adverse effect on any proposal or plan by the Company to engage in any debt or equity offering, material acquisition, or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, or other similar transaction or otherwise would be materially detrimental to the Companytransaction. In the event of a postponement by the Company of the filing or effectiveness of a registration statement in respect of a Demand, the Demanding Investor shall have the right to withdraw such Demand in accordance with Section 3.03 2.04 hereof.

Restrictions on Demand Registrations. The Company shall will not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act for a period of at least 180 days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration (i) within six (6) months after the effective date of the Initial Public Offering of the Company (or any shorter period collectively requested by the Holders of a majority of the then outstanding shares of Series C Preferred Stock, the Holders of a majority of the then outstanding shares of the Series B Preferred Stock and the Holders of a majority of the then outstanding shares of the Series A Preferred Stock and agreed to by the lead underwriter), (ii) within twelve (12) months after the effective date of any Demand Registration, (iii) during any period in which the Company is in the process of negotiating or preparing, and ending on a date ninety (90) days following the effective date of, a registration statement pertaining to an Investor within underwritten public offering of securities for the account of the Company or (iv) during any period in which the Company is in possession of material information concerning the Company or its business and affairs, the public disclosure of which would have a material adverse effect on the Company, which information shall be disclosed to all of the Holders requesting registration. In any given twelve (12) month period, the Company may effect one (1) postponement for up to one hundred eighty (180) days of the effective date of (A) a registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “piggyback” rights pursuant to Section 3.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. In addition, the Company shall be entitled to postpone (upon written notice to each Investor) for up to ninety (90) days the filing or the effectiveness of a registration statement in respect of for a Demand (but no more than once Registration if, in any period the opinion of twelve (12) consecutive months) if the Company’s Board determines in good faith and in its reasonable judgment that effecting the of Directors, such Demand Registration in respect or offering of such Demand securities would reasonably be expected to have a material adverse effect on any proposal or plan by of the Company or any of its subsidiaries to engage in any debt or equity offering, material acquisition, or disposition acquisition of assets (other than in outside the ordinary course of business) or , any material merger, consolidation, or tender offer, or any other similar transaction or otherwise would be materially detrimental to transaction; provided, however, that in an such event, the Company. In the event Holders of a postponement by the Company majority of the filing or effectiveness then outstanding shares of the Series C Preferred Stock requesting such Demand Registration, the Holders of a registration statement in respect majority of the then outstanding shares of the Series B Preferred Stock requesting such Demand Registration and the Holders of a Demand, majority of the Demanding Investor shall have then outstanding shares of the right Series A Preferred Stock requesting such Demand Registration collectively will be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration will not count as one of the permitted Demand Registrations, and the Company will pay all registration expenses in accordance connection with Section 3.03 hereofsuch registration.

Restrictions on Demand Registrations. The Company shall not be obligated (i) in the case of a Demand Registration, to maintain the effectiveness of a registration statement under the Securities Act for a period of at least 180 days or, in the case of a registration statement registering securities pursuant to Rule 415 under the Securities Act, until all securities registered under such Demand Registration are sold; or (ii) to effect any Demand Registration requested by an Investor within one hundred eighty (180) days of the effective date of (A) a registration in which such Investor, on its own behalf or on behalf of any of its Affiliates, exercised “piggyback” rights pursuant to Section 3.02 hereof (provided that, with respect to such a registration in which such piggyback rights were exercised, such Investor was permitted to include in such registration at least twenty-five percent (25%) of the Registrable Securities that such Investor and its Affiliates sought to include therein) or (B) any other Demand Registration. In addition, the Company shall be entitled to may postpone (upon written notice to each Investor) for up to ninety (90but not exceeding) days six (6) months the filing or the effectiveness of a registration statement in respect of Registration Statement for a Demand (but no more than once in any period of twelve (12Registration, whether pursuant to Subsection 2(a) consecutive months) or 2(d), if the Company's Board of Directors determines in good faith and in its reasonable judgment that effecting the such Demand Registration in respect of such Demand would reasonably be expected to have a material an adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any debt or equity offering, material acquisition, or disposition acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, offer or other similar transaction or otherwise that the Demand Registration will adversely interfere with other Company events or would be materially detrimental require disclosure of material nonpublic information relating to the Company which, in the reasonable opinion of the Board of Directors of the Company. In the event of a postponement by , should not be disclosed; provided that (i) the Company of may postpone the filing or effectiveness of a registration statement in respect Demand Registration Statement pursuant hereto not more than once during any twelve consecutive month period, and (ii) the Company may postpone or withdraw the filing or effectiveness of a DemandDemand Registration Statement pursuant hereto not more than twice during the term of this Agreement. In addition, the Demanding Investor Company shall have not be required to comply with this Section 2 within one hundred eighty (180) days after the right effective date of an initial Public Offering or within ninety (90) days of another Registration Statement subject to this Section 2 or Section 3. In any such event, the holders of Registrable Securities requesting such Demand Registration will be entitled to withdraw their request for the Demand Registration. If the request for the Demand Registration is so withdrawn, such Demand Registration request shall not count as a Demand Registration request hereunder; provided, however, that the holders of Registrable Securities shall not be permitted to request another Demand Registration until such postponement would have ended had the request not been withdrawn. The Company shall reimburse each holder of Registrable Securities for all costs and expenses reasonably incurred by it in accordance connection with Section 3.03 hereofa proposed and withdrawn Demand Registration.