Common use of Demand Registration Rights Clause in Contracts

Demand Registration Rights. Subject to the conditions and restrictions set forth in this Section 2, if the Company shall at any time from and after the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written request, a “Demand Request”), to effect a registration under the Securities Act of all or any portion of the Registrable Stock then held by the Investors, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonment.

Demand Registration Rights. Subject (a) At any time following the closing of the transactions contemplated by the Purchase Agreement, the holders of Registrable Stock constituting at least one-third (1/3) of the total shares of Registrable Stock then outstanding may request the Company to register under the conditions Securities Act all or any portion of the shares of Registrable Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the aggregate offering price, as such amount is determined on the cover page of the registration statement, shall not be less than $1,000,000. Such request shall specify the intended method of disposition thereof by such holder or holders, including (i) whether the registration requested is for an underwritten offering and restrictions set forth in this Section 2, (ii) if the Company is eligible for registration on Form S-3, whether the registration statement covering such Registrable Stock shall at any be a “shelf” and provide for the sale by the holder or holders thereof of the Registrable Stock from time from to time on a delayed or continuous basis under Rule 415 under the Securities Act. For purposes of this Section 2 and after Sections 5, 9(a) and 9(d), the IPO Date term “Registrable Stock” shall be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in a writing that states deemed to include the number of shares of Registrable Stock which have been issued to or would be sold and the intended method issuable to a holder of disposition thereof (each such written request, a “Demand Request”), to effect a registration under the Securities Act x) Preferred Shares upon conversion of all Preferred Shares or any portion (y) exercise of the Registrable Stock then all Warrants, in each case, held by such holder at such time, provided, however, that the Investors, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 2 or Section 3, the holders of Preferred Shares or Warrants shall be entitled to include in any Demand Registration, sell such Preferred Shares or Warrants to the underwriters for conversion and sale in accordance with of the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account issued upon conversion or for the account of other holdersexercise thereof. In the event that the proposed method of disposition specified by the Initiating Investor any registration pursuant to this Section 2 shall be be, in whole or in part, an underwritten public offeringoffering of Common Stock, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Stock beneficially owned by such holders) if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold; provided, andhowever, in the case that such number of shares of Registrable Stock shall not be reduced if any such reduction, shares shall are to be included in such underwriting for the account of any person other than requesting holders of Registrable Stock. (b) Following receipt of any notice under this Section 2, the Company shall immediately notify all holders of Registrable Stock from whom notice has not been received and shall use all reasonable commercial efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Registrable Stock specified in such notice (and in all notices received by the Company from other holders within 30 days after receiving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of Registrable Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the extent so permissible approval of the Company, which approval shall not be unreasonably withheld or delayed. The Investors shall have up to three (3) demand registrations on Form S-1 or any successor thereof and up to four (4) demand registrations on Form S-3 or any successor thereof pursuant to this Section 2, provided, however, that the Company shall not be obligated to effect more than two such registrations in any 12-month period, provided, further, that such obligation shall be deemed satisfied only when a registration statement covering all shares of Registrable Stock specified in notices received as aforesaid or such lesser amount required by the Commission pursuant to a comment letter, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and the holders requesting such registration are able to register and sell at least seventy-five percent (75%) of the Registrable Stock allowed by the Commission to be registered in such registration and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) The Company shall use its commercially reasonable efforts to qualify under the provisions of the Securities Act for registration on Form S-3 or any successor thereto. Promptly following basis: the date on which the Company becomes eligible for registration on Form S-3 or any successor thereto, the Company shall notify the holders of the Registrable Stock. (Ad) The Company may postpone for a period of up to 45 days the filing of any registration requested pursuant to this Section 2 if the Board of Directors of the Company in good faith determines that such registration would require the public disclosure of any plan, proposal or agreement by the Company with respect to any Demand Registration where WCAS financing, acquisition, recapitalization, reorganization or other material transaction, the disclosure of which would be materially adverse to the Company, and such determination is evidenced by the Initiating Investor affirmative vote of a majority of the entire Board of Directors and included in the minutes of the meetings of the Company’s Board of Directors; provided, however, that the Company may not exercise such right of postponement for an aggregate number of days greater than 60 during any 12-month period and shall not register any securities for its own account or that of any other stockholder during such postponement period (1except with respect to registration statements on Forms X-0, X-0 (or any successor forms thereto) first, all or another form not available for registering the Registrable Stock proposed for sale to the public). In addition to the foregoing, if any registration request under this Section 2 is received at such time when the age of the Company’s audited financial statements would become non-conforming under Rule 3-12 of Regulation S-X at the time the Company is requested to file a registration statement pursuant to the terms hereof, then the Company shall not be obligated to file any such registration statement until the 10th day following the release of the Company’s audited financial statements for the most recently completed fiscal year. Notwithstanding anything to the contrary herein, the Company shall not be required to prepare audited financial statements to be included filed in connection with such registration statement for any period year except for a fiscal year ending December 31. (e) The Company shall be entitled to include in any registration statement referred to in this Section 2, for sale in accordance with the method of disposition specified by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such requesting holders, shares of Registrable Common Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included sold by the Company for its own account (to the account extent that the inclusion of the Company or other stockholders of such shares by the Company shall not adversely affect the offering), and shall not be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking entitled to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors any persons other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares holders of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentStock.

Demand Registration Rights. Subject to the conditions and restrictions set forth in this Section 2, if the Company shall (a) If (x) at any time prior to the later of the fifth anniversary of the date hereof or the 180th day following the consummation of the Initial Public Offering (such date, the "DEMAND DATE"), Parent shall receive a written request (a "REQUEST") from and one or more Stockholder(s) holding Shares representing at least a majority of all the then-outstanding shares of Common Stock of Parent or (y) at any time after the IPO Date be requested by WCAS Demand Date, Parent shall receive a Request from one or Xxxxxxx (more Stockholders holding Shares representing over 18% of all the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of then-outstanding shares of Common Stock of Parent, in either case to register Registrable Stock to be sold and Shares owned by such Stockholder(s) totaling at least 5% of the then-outstanding shares of Common Stock, which request shall specify the intended method of disposition thereof thereof, Parent shall promptly give notice of such request to the other Stockholders and thereupon shall (each such written request, a “Demand Request”), to effect i) prepare and file a registration statement under the Securities Act of all or any portion covering (A) the number of the Registrable Stock then held by Shares which are the Investors, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock subject of such proposed registration request, (B) all unissued shares of Common Stock which Parent has elected to register for itself and (C) all other Registrable Shares which the Stockholders shall have requested Parent to register pursuant to Section 5.2 and (ii) use its commercially reasonable efforts to register under cause such registration statement to become effective. The managing underwriter of an offering pursuant to this subparagraph (a) shall be selected by Parent and shall be reasonably acceptable to the Stockholders initiating the Request (the "INITIATING STOCKHOLDERS"). (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected for purposes of Section 5.1(d): (i) if it has become effective and remains effective in compliance with the provisions of the Securities Act (each but less than 50% of all Registrable Shares listed in the Request to be included in such registration, a “Demand Registration”), for public sale registration statement have been disposed of in accordance with the method intended methods of disposition specified thereof set forth in such Demand Requestregistration statement (other than primarily as a result of acts or omissions of the Initiating Stockholders or any authorized agent thereof); (ii) if, before the registration statement has been declared effective by the Commission, such registration statement has theretofore been filed with the Commission, and is withdrawn at the request of the Initiating Stockholder(s), and the Initiating Stockholder(s) elect to bear their own expenses and reimburse Parent for all out-of-pocket expenses incurred by it attributable to the attempted registration of such Registrable Shares; or (iii) if, after it has become effective, the offering of the Registrable Share pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other Governmental Body (for any reason not attributable to Parent or any of its Affiliates). If a registration statement filed by Parent at the request of the Initiating Stockholder(s) pursuant to this Section 5.1 is withdrawn at the initiative of Parent, then the Initiating Stockholder(s) shall not be deemed to have exercised a right to require Parent to register Registrable Shares pursuant to this Section 5.1. (c) If a demand registration pursuant to this Section 5.1 involves an underwritten offering and the managing underwriter advises Parent in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of Parent which are not Registrable Shares) exceeds the maximum number of securities which can be sold in such offering without having an adverse effect on the offering of securities (including the price at which such securities could be offered), Parent will include in such registration shares of Common Stock as follows: (i) first, the number of Registrable Shares requested to be registered by the Initiating Stockholder(s), pro rata in accordance with the number of shares so requested to be registered; (ii) second, the number of Registrable Shares requested to be registered by Stockholders other than the Initiating Stockholder(s), and any other holders of Capital Stock having equivalent rights under similar agreements, pro rata in accordance with the number of shares so requested to be registered; and (iii) third, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock proposed to be sold by Parent. (d) Subject to subparagraph (b) of this Section 5.1, the Company for its own account or for the account obligation of other holders. In the event that the proposed method of disposition specified by the Initiating Investor Parent under this Section 5.1 shall be an underwritten public offeringlimited to four registration statements for any Initiating Stockholder and its Affiliates. Subject to the election of Parent to pay certain expenses pursuant to Section 5.1(b), Parent shall pay the expenses described in Section 5.4 in connection with any registration statement filed pursuant to this Section 5.1. (ie) Notwithstanding the foregoing provisions of this Section 5.1, if the managing underwriter shall be selected by underwriter, the Initiating InvestorCommission, subject to the approval of Securities Act or the Company, not form on which the registration statement is to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) filed with respect to any Demand Registration where WCAS is a requested registration would require the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number conduct of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors an audit other than the WCAS Investors seeking regular audit conducted by Parent at the end of its fiscal year, the filing of the registration statement requested pursuant to include Registrable Stock in such offering based on this Section may be delayed until the number completion of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentregular audit.

Demand Registration Rights. Subject (a) At any time after the First Conversion Date, a Rightsholder or Rightsholders holding in the aggregate at least 35% of the Registrable Shares may request, in writing, that the Company effect the registration of Registrable Shares owned by such Rightsholder or Rightsholders having an aggregate value of at least $5,000,000 (based on the then current market price or fair value). (b) Upon receipt of any request for registration pursuant to the conditions and restrictions set forth in this Section 2, if the Company shall at any time from and after the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written request, a “Demand Request”), to effect a registration under the Securities Act of all or any portion of the Registrable Stock then held by the Investors, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock give written notice of such proposed registration and to all other Rightsholders. Such Rightsholders shall have the right, by giving written notice to the Company within 20 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Rightsholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2(e) below. Thereupon, the Company shall, as expeditiously as possible, use its commercially reasonable best efforts to effect the registration of all Registrable Shares which the Company has been requested to so register under on such registration form as the Company shall determine, acting in its sole discretion. (c) If the Initiating Rightsholders intend to distribute the Registrable Shares covered by their request by means of a registered public offering involving an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2(a). The right of any other Rightsholder to include its Registrable Shares in such registration shall be conditioned upon such other Rightsholder's participation in such underwriting and acceptance of the terms (d) Subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2(e) below, the Company may include in any registration effected pursuant to this Section 2 Securities Act (each such registrationto be offered by the Company and securities of the Company held by any officers or directors of the Company or by other holders of securities of the Company who are entitled, a “Demand Registration”), for public sale in accordance by contract with the method of disposition specified Company, to have securities included in such Demand Requesta registration (the "Other Holders"); provided that the right of any officer, director or Other Holder to have securities of the Company included in a registration for an underwritten offering requested hereunder shall be conditioned upon such officer's, director's or Other Holder's participation in such underwriting and acceptance of the terms of the underwriting as agreed upon by the Initiating Rightsholders and the underwriters selected by them. (e) Notwithstanding any other provision of this Section, in the case of a registration for an underwritten offering, if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities to be offered by the Company, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) and the securities held by Other Holders (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all holders of Registrable Stock specified Shares requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them at the time of the request for registration made by the Initiating Rightsholders pursuant to Section 2(a). If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such Demand Request (plus registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each Shares or other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investorsecurities to be underwritten, the Company shall be entitled to may include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company securities for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (f) The Initiating Rightsholders shall be selected by have the Initiating Investorright to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2(a), subject to the approval of the Company, which approval shall not to be unreasonably withheld. (h) The Company shall not be required to effect any registration pursuant to Section 2(a), conditioned if it has previously filed a Registration Statement and such Registration Statement has not been abandoned or delayedwithdrawn, until the earlier of (i) the date six months after the effective date of such Registration Statement and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of date that all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account securities of the Company or other stockholders covered by such Registration Statement have been sold. For purposes of this Section 2(h), a Registration Statement which has been filed but not declared effective within six months of the Company date of filing shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentdeemed abandoned.

Demand Registration Rights. Subject (a) At any time following the closing of the transactions contemplated by the Purchase Agreement and the Exchange Agreement, the holders of Registrable Stock constituting at least one-third (1/3) of the total shares of Registrable Stock then outstanding may request the Company to register under the conditions Securities Act all or any portion of the shares of Registrable Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the aggregate offering price, as such amount is determined on the cover page of the registration statement, shall not be less than $2,000,000. Such request shall specify the intended method of disposition thereof by such holder or holders, including (i) the registration requested is for an underwritten offering and restrictions set forth in this Section 2, (ii) if the Company is eligible for registration on Form S-3, whether the registration statement covering such Registrable Stock shall be a “shelf” and provide for the sale by the holder or holders thereof of the Registrable Stock from time to time on a delayed or continuous basis under Rule 415 under the Securities Act. For purposes of this Section 2 and Sections 5, 9(a) and 9(d), the term “Registrable Stock” shall be deemed to include the number of shares of Registrable Stock which have been issued to or would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any time from underwritten public offering contemplated by this Section 2 or Section 3, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and after sale of the IPO Date be requested by WCAS shares of Common Stock issued upon conversion thereof. In the event that any registration pursuant to this Section 2 shall be, in whole or Xxxxxxx (the Investor that makes such requestin part, being the “Initiating Investor”) in a writing that states an underwritten public offering of Common Stock, the number of shares of Registrable Stock to be sold included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Stock beneficially owned by such holders) if and to the intended method of disposition thereof (each such written request, a “Demand Request”), to effect a registration under extent that the Securities Act of all or any portion managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Registrable Stock then held by shall not be reduced if any shares are to be included in such underwriting for the Investorsaccount of any person other than requesting holders of Registrable Stock. (b) Following receipt of any notice under this Section 2, the Company shall promptly immediately notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds all holders of Registrable Stock of such proposed registration from whom notice has not been received and shall use its commercially all reasonable commercial efforts to register under the Securities Act (each such registration, a “Demand Registration”)Act, for public sale in accordance with the method of disposition specified in such Demand Requestnotice from requesting holders, the number of shares of Registrable Stock specified in such Demand Request notice (plus and in all notices received by the number Company from other holders within 30 days after receiving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of Registrable Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Investors shall have up to three (3) demand registrations on Form S-1 or any successor thereof and up to four (4) demand registrations on Form S-3 or any successor thereof pursuant to this Section 2, provided, however, that the Company shall not be obligated to effect more than two such registrations in any twelve month period, provided, further, that such obligation shall be deemed satisfied only when a registration statement covering all shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is notices received from each other Investor receiving as aforesaid or such lesser amount required by the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled Commission pursuant to include in any Demand Registrationa comment letter, for sale in accordance with the method of disposition specified by the Initiating Investorrequesting holders, shall have become effective and the holders requesting such registration are able to register and sell at least seventy-five percent (75%) of the Registrable Stock allowed by the Commission to be registered in such registration and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) The Company shall use its commercially reasonable efforts to qualify under the provisions of the Securities Act for registration on Form S-3 or any successor thereto. Promptly following the date on which the Company becomes eligible for registration on Form S-3 or any successor thereto, the Company shall notify the holders of the Registrable Stock. (d) The Company may postpone for a period of up to 45 days the filing of any registration requested pursuant to this Section 2 if the Board of Directors of the Company in good faith determines that such registration would require the public disclosure of any plan, proposal or agreement by the Company with respect to any financing, acquisition, recapitalization, reorganization or other material transaction, the disclosure of which would be materially adverse to the Company, and such determination is evidenced by the affirmative vote of a majority of the board and included in the minutes of the meetings of the Company’s Board of Directors; provided, however, that the Company may not exercise such right of postponement for an aggregate number of days greater than 60 during any 12-month period and shall not register any securities for its own account or that of any other stockholder during such postponement period (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Stock for sale to the public). In addition to the foregoing, if any registration request under this Section 2 is received at such time when the age of the Company’s audited financial statements would become non-conforming under Rule 3-12 of Regulation S-X at the time the Company is requested to file a registration statement pursuant to the terms hereof, then the Company shall not be obligated to file any such registration statement until the 10th day following the release of the Company’s audited financial statements for the most recently completed fiscal year. Notwithstanding anything to the contrary herein, the Company shall not be required to prepare audited financial statements to be filed in connection with such registration statement for any period year except for a fiscal year ending December 31. (e) The Company shall be entitled to include in any registration statement referred to in this Section 2, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in that the good faith opinion of the managing underwriter inclusion of such offering, inclusion of all shares would by the Company shall not adversely affect the marketing (including the offering price) of the Registrable Stock to offering), and shall not be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking entitled to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors any persons other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares holders of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentStock.

Demand Registration Rights. (a) Subject to the conditions and restrictions set forth in terms of this Section 2Agreement, if the Company shall at any time or from and after the IPO Date be requested by WCAS or Xxxxxxx (time to time, the Investor that makes such may request, being in writing, that the “Initiating Investor”) in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written request, a “Demand Request”), to Company effect a registration under the Securities Act of all or any portion part of the Registrable Stock then held Shares owned by the InvestorsInvestor, on such forms and in the manner considered appropriate by the Investor (provided that the Registrable Shares to be so registered have a proposed aggregate offering price net of underwriting commissions, if any, of at least US$5,000,000 in the aggregate). Upon receipt of any such request, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock give written notice of such proposed registration and to the Existing Holders. Such Existing Holders shall use have the right, by giving written notice to the Company within thirty (30) days after the Company provides its commercially reasonable efforts notice, to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified elect to have included in such Demand Request, the registration such number of shares of their Registrable Stock specified Shares as such Existing Holders may request in such Demand Request (plus the number notice of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investorelection, subject to the approval of the Companyunderwriter(s) managing the offering (if any). Notwithstanding any other provision of this Section 2, not to be unreasonably withheld, conditioned or delayed, and (iiif such underwriter(s) advises the Company that marketing factors require a limitation of the number of shares of Registrable Stock Ordinary Shares to be included in such an offering offering, then the Company shall advise the Holders which would otherwise have been included in such registration that the number of Registrable Shares that may be included in such registration shall be allocated to the Holders on a pro rata basis based upon their total ownership of Registrable Shares. If any Holder would thus be entitled to include more Ordinary Shares than such Holder requested to be registered, the excess shall be allocated among the other requesting Holders on a pro rata basis based upon the number of Registrable Shares requested by each such Holder to be included in the registration. Any Registrable Shares excluded or withdrawn from such registration shall be withdrawn from the registration. Subject to the foregoing, the Company shall, as expeditiously as possible, use all commercially reasonable efforts to effect the registration of all Registrable Shares that the Company has been requested to register. Such registration shall be done on such forms and in such manner as is considered appropriate by those holding a majority of the Registrable Shares to be registered in such registration. (b) At any time after the Company becomes eligible to file a Registration Statement on Form F-3 (or any similar or successor form for which the Company then qualifies relating to secondary offerings), the Investor shall have the right to require the Company to effect the registration on Form F-3 (or any similar or successor form for which the Company then qualifies) of all or any portion of the Registrable Shares held by the Investor. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Existing Holders. Such Existing Holders shall have the right, by giving written notice to the Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration such number of their Registrable Shares as such Existing Holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use all commercially reasonable efforts to effect the registration on Form F-3 (or any similar or successor form for which the Company then qualifies) of all Registrable Shares that the Company has been requested to register (provided that the Company shall not be required to effect any registration of Registrable Shares unless such Registrable Shares have a proposed aggregate offering on price net of underwriting commissions (if any) of at least US$5,000,000 in the same aggregate). (c) The Company shall not be required to effect: (i) more than two registrations in any twelve month period pursuant to Section 2(a); and (ii) more than two registrations in any twelve month period pursuant to Section 2(b), provided, however, that, in each case, none of the Holders may make more than one request in any six month period. (d) The Company shall not be obligated to register any Registrable Shares pursuant to this Section 2: (i) if, within ten (10) days of the receipt of any request from the Investor to register Registrable Shares under this Section 2, the Company gives notice to the Investor requesting registration of its bona fide intention to effect the filing for its own account of a Registration Statement of Ordinary Shares within sixty (60) days of the receipt of such request; provided that the Company is actively employing in good faith its reasonable best efforts to cause such Registration Statement to become effective within sixty (60) days of its initial filing and, provided further that the Investor shall be entitled to join such registration upon the terms and subject to the conditions as of this Agreement; or (ii) during the shares otherwise being sold through underwriters under period starting with the date of filing by the Company of, and ending six (6) months following the effective date of, any Registration Statement pertaining to Ordinary Shares; provided that the Investor shall be entitled to join such registration upon the terms and may be reduced if and subject to the extent conditions of this Agreement; or (iii) if, after receiving a request for registration from the Investor pursuant to Section 2, the Company furnishes to the Investor a notice signed by the chief executive officer of the Company stating that, in the good faith opinion judgment of the managing underwriter Company’s board of such offeringdirectors, inclusion of all shares it would adversely affect be materially detrimental to the marketing (including Company or its members for the offering price) of the Registrable Stock requested Registration Statement to be sold, and, filed in the case near future, then the Company shall have the right to defer such requested registration for such period during which such registration would be considered by the Company to be materially detrimental; provided that such deferral by the Company shall not exceed 180 days from the receipt of any such reductionrequest duly submitted by the Investor under Section 2 to register Registrable Shares and, shares shall be included in provided further, that the Company may not register any of its other securities during such offering 180-day period. Notwithstanding anything to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) firstcontrary herein, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall not be included; and (B) with respect entitled to exercise this right to defer a requested registration more than once in any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonment12-month period.

Demand Registration Rights. Subject to the conditions and restrictions set forth in this Section 2, if the Company If Savvis shall at any time from and after the IPO Date Effective Date, be requested by WCAS WCAS, Reuters, any Other Investor constituting an Eligible Investor or Xxxxxxx (the Investor that makes such request, being holders of at least 25% of the “Initiating Investor”) Covered Warrant Common Shares in a writing that states the number of shares of Registrable Restricted Stock to be sold and the intended method of disposition thereof (each such written request, a “"Demand Request”Notice"), to effect a registration under the Securities Act of all or any portion of the Registrable Restricted Stock then held by the Investorssuch person, the Company Savvis shall promptly immediately notify in writing (each such notice, a “"Demand Registration Further Notice”") each other Investor who holds Registrable Stock (other than the requesting Investor) of such proposed registration and shall use its commercially reasonable best efforts to register under the Securities Act (each such registration, a “"Demand Registration”"), for public sale in accordance with the method of disposition specified in such Demand RequestNotice, the number of shares of Registrable Restricted Stock specified in such Demand Request Notice (plus the number of shares of Registrable Restricted Stock specified in any written request requests for registration of shares of Registrable Restricted Stock that is are received from each other Investor receiving Investors (other than the Demand Registration Notice requesting Investors) within 20 30 days after receipt by such other Investor Investors of such a Demand Registration Further Notice). In additionNotwithstanding anything to the contrary contained herein, with the written consent of the Initiating Investor, the Company Savvis shall not be entitled obligated pursuant to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock this paragraph (a) to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, file and cause to become effective (i) more than two Demand Registrations in the managing underwriter shall be selected aggregate requested by WCAS or its Permitted Transferees, two Demand Registrations in the Initiating Investoraggregate requested by Reuters or its Permitted Transferees, subject to the approval two Demand Registrations in aggregate requested by Other Investors constituting Eligible Investors, and one Demand Registration by holders of the Company, not to be unreasonably withheld, conditioned Covered Warrant Common Shares or delayed, and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock with a proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such aggregate offering based on the number price of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other less than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonment$25.0 million.

Demand Registration Rights. Subject (a) At any time following the closing of the transactions contemplated by the Purchase Agreement and the Exchange Agreement, the holders of Registrable Stock constituting at least one-third (1/3) of the total shares of Registrable Stock then outstanding may request the Company to register under the conditions Securities Act all or any portion of the shares of Registrable Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the aggregate offering price, as such amount is determined on the cover page of the registration statement, shall not be less than $2,000,000. Such request shall specify the intended method of disposition thereof by such holder or holders, including (i) the registration requested is for an underwritten offering and restrictions set forth in this Section 2, (ii) if the Company is eligible for registration on Form S-3, whether the registration statement covering such Registrable Stock shall be a “shelf” and provide for the sale by the holder or holders thereof of the Registrable Stock from time to time on a delayed or continuous basis under Rule 415 under the Securities Act. For purposes of this Section 2 and Sections 5, 9(a) and 9(d), the term “Registrable Stock” shall be deemed to include the number of shares of Registrable Stock which have been issued to or would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any time from underwritten public offering contemplated by this Section 2 or Section 3, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and after sale of the IPO Date be requested by WCAS shares of Common Stock issued upon conversion thereof. In the event that any registration pursuant to this Section 2 shall be, in whole or Xxxxxxx (the Investor that makes such requestin part, being the “Initiating Investor”) in a writing that states an underwritten public offering of Common Stock, the number of shares of Registrable Stock to be sold included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Stock beneficially owned by such holders) if and to the intended method of disposition thereof (each such written request, a “Demand Request”), to effect a registration under extent that the Securities Act of all or any portion managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Registrable Stock then held by shall not be reduced if any shares are to be included in such underwriting for the Investorsaccount of any person other than requesting holders of Registrable Stock. (b) Following receipt of any notice under this Section 2, the Company shall promptly immediately notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds all holders of Registrable Stock of such proposed registration from whom notice has not been received and shall use its commercially all reasonable commercial efforts to register under the Securities Act (each such registration, a “Demand Registration”)Act, for public sale in accordance with the method of disposition specified in such Demand Requestnotice from requesting holders, the number of shares of Registrable Stock specified in such Demand Request notice (plus and in all notices received by the number Company from other holders within 30 days after receiving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of Registrable Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Investors shall have up to three (3) demand registrations on Form S-1 or any successor thereof and up to four (4) demand registrations on Form S-3 or any successor thereof pursuant to this Section 2, provided, however, that the Company shall not be obligated to effect more than two such registrations in any twelve month period, provided, further, that such obligation shall be deemed satisfied only when a registration statement covering all shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is notices received from each other Investor receiving as aforesaid or such lesser amount required by the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled Commission pursuant to include in any Demand Registrationa comment letter, for sale in accordance with the method of disposition specified by the Initiating Investorrequesting holders, shall have become effective and the holders requesting such registration are able to register and sell at least seventy-five percent (75%) of the Registrable Stock allowed by the Commission to be registered in such registration and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) The Company shall use its commercially reasonable efforts to qualify under the provisions of the Securities Act for registration on Form S-3 or any successor thereto. Promptly following the date on which the Company becomes eligible for registration on Form S-3 or any successor thereto, the Company shall notify the holders of the Registrable Stock. (d) The Company may postpone for a period of up to 45 days the filing of any registration requested pursuant to this Section 2 if the Board of Directors of the Company in good faith determines that such registration would require the public disclosure of any plan, proposal or agreement by the Company with respect to any financing, acquisition, recapitalization, reorganization or other material transaction, the disclosure of which would be materially adverse to the Company, and such determination is evidenced by the affirmative vote of a majority of the board and included in the minutes of the meetings of the Company’s Board of Directors; provided, however, that the Company may not exercise such right of postponement for an aggregate number of days greater than 60 during any 12-month period and shall not register any securities for its own account or that of any other stockholder during such postponement period (except with respect to registration statements on Forms S-0, X-0 or another form not available for registering the Registrable Stock for sale to the public). In addition to the foregoing, if any registration request under this Section 2 is received at such time when the age of the Company’s audited financial statements would become non-conforming under Rule 3-12 of Regulation S-X at the time the Company is requested to file a registration statement pursuant to the terms hereof, then the Company shall not be obligated to file any such registration statement until the 10th day following the release of the Company’s audited financial statements for the most recently completed fiscal year. Notwithstanding anything to the contrary herein, the Company shall not be required to prepare audited financial statements to be filed in connection with such registration statement for any period year except for a fiscal year ending December 31. (e) The Company shall be entitled to include in any registration statement referred to in this Section 2, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in that the good faith opinion of the managing underwriter inclusion of such offering, inclusion of all shares would by the Company shall not adversely affect the marketing (including the offering price) of the Registrable Stock to offering), and shall not be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking entitled to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors any persons other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares holders of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentStock.

Demand Registration Rights. Subject At any time and from time to time after the consummation of the IPO, the Majority Holders may make a written request to the conditions and restrictions set forth in this Section 2, if the Company shall at any time from and after the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written request, a “Demand Request”), to effect a "Demand") for registration with the SEC under and in accordance with the provisions of the Securities Act of all or any portion part of their Registrable Securities (each a "Demand Registration"). Within ten (10) days after receipt of a Demand, the Company will send to all of the other Holders written notice (the "Notice") of such Demand and, subject to the conditions set forth in the following paragraph, the Company will include in the Demand Registration all Registrable Securities of such other Holders with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt by the applicable Holder of the Notice. Any Demand made pursuant to this Section 9.02(a) shall specify the aggregate amount of the Registrable Stock then held by the Investors, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration Securities to be registered and shall also specify the intended methods of disposition thereof. The Company will use its commercially reasonable best efforts to register cause all such Registrable Securities to be registered under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with to the method of extent requisite to permit the disposition specified in such Demand RequestRegistration; provided, however, that if the managing underwriter or underwriters of such offering, as selected by the Company, shall advise the Company in writing that in its or their opinion the total amount or kind of securities that the Holders, the number of shares of Registrable Stock specified Company and any other Persons or entities intend to include in such Demand Request (plus offering exceeds the number of shares of Registrable Stock specified amount that can be sold in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving such offering without an adverse effect on the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In additionprice, with the written consent timing or distribution of the Initiating Investorsecurities offered by the Holders, the Company shall be entitled required to include in any Demand Registrationsuch registration only the amount of Registrable Securities and securities of the Company and such other persons or entities, for sale if any, that the managing underwriter or underwriters determine, in accordance with the method of disposition specified by the Initiating Investorits or their sole discretion, shares of Common Stock to can be sold by without an adverse effect on the Company for its own account price, timing or for distribution of the account of other holderssecurities offered. In the event that the proposed method of disposition specified by the Initiating Investor such event, securities shall be an underwritten public offering, registered in such offering in the following order of priority: (i) first, the managing underwriter shall securities which have been requested to be selected included in such registration pursuant to this Section 9.02(a) and pursuant to "piggy back" registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of the securities sought to be registered by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayedHolders and such other persons exercising "piggy back" registration rights), and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by any securities which the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect proposes to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentregister.

Demand Registration Rights. Subject to (a) Commencing six months following the conditions consummation of the IPO, but not within 180 days after the consummation of any Public Offering, TI Holdings (and restrictions certain Transferees, as set forth in this Section 2, if 3.01(a)) shall have the right to require the Company shall at to file a Registration Statement under the Securities Act, covering all or any time from and after part of its Registrable Securities, by delivering a written notice thereof to the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in a writing that states Company specifying the number of shares of Registrable Stock Securities to be sold included in such registration and the intended method of disposition thereof (each such written request, a distribution thereof. Such request pursuant to this Section 2.01 is referred to herein as the “Demand Registration Request,” the registration so requested is referred to herein as the “Demand Registration,” and the party making such request is referred to as the “Demanding Party.” There shall be no limit on the number of times that TI Holdings and its Transferees may exercise demand registration rights under this Section 2.01. As promptly as practicable, but no later than ten Business Days after receipt of a Demand Registration Request, the Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request to all other Holders. In all instances, the Demanding Party and the Company shall cooperate in good faith regarding a Demand Registration Request should the Company have any planned offering(s), or if the Company has effected an offering of its Equity Interests (other than pursuant to a Registration Statement on Form S-8), within six months of the delivery of such Demand Registration Request. (b) The Company shall include in the Demand Registration the Registrable Securities requested to be included therein by the Demanding Party and by any other Holders that shall have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such other Holder) within 30 days after the receipt of the Demand Exercise Notice. (c) The Company shall use its reasonable best efforts to (i) effect a the registration under the Securities Act (including by means of all or any portion of the Registrable Stock then held by the Investors, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed shelf registration and shall use its commercially reasonable efforts pursuant to register Rule 415 under the Securities Act if so requested by the Demanding Party and if the Company is then eligible to effect such a registration on Form S-3 or on any successor to Form S-3) of the Registrable Securities which the Company has been so requested to register by the Demanding Party and the other Holders (each such registration, a “Demand Registration”), for public sale to the extent permitted to be registered in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Noticeterms hereof). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale distribution in accordance with the intended method of disposition specified by distribution described in the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayedDemand Registration Request, and (ii) if requested by the number Demanding Party, obtain acceleration of shares the effective date of the Registration Statement relating to such registration. (d) If a requested registration pursuant to this Section 2.01 involves an underwritten offering, the Demanding Party shall have the right to select an investment banker or bankers of nationally recognized standing to administer the offering; provided, however, that such investment banker or bankers shall be reasonably satisfactory to the Company. The Company shall notify the Demanding Party if the Company objects to any investment banker or manager selected by the Demanding Party pursuant to this Section 2.01(d) within ten (10) Business Days after the Demanding Party has notified the Company of such selection. (e) Notwithstanding anything to the contrary in this Section 2.01: (i) If the managing underwriter of any underwritten Public Offering shall advise the Demanding Party that the Registrable Securities covered by the Registration Statement cannot be sold in such offering within a price range acceptable to the Demanding Party, then the Demanding Party shall have the right to notify the Company that it has determined that the Registration Statement be abandoned or withdrawn, in which event the Company shall abandon or withdraw such Registration Statement and notify all other Holders participating in such Demand Registration. (ii) If the Board of Directors of the Company determines in good faith that a Disadvantageous Condition exists, the Company shall, notwithstanding any other provision of this Article II, be entitled, upon the giving of a written notice (a “Delay Notice”) to such effect to each Holder of Registrable Stock Securities included or to be included in such Registration Statement, to delay the filing of such Registration Statement until, in the judgment of the Board of Directors of the Company, such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to the Holders of the Registrable Securities with respect to which any such Registration Statement was to have been filed); provided, however, that such delay shall not exceed a period of ninety (90) days from the date the Demand Registration Request is received by the Company; provided, further, that the Company may not utilize this right more than once in any twelve-month period. (f) In connection with any Demand Registration Request involving an underwritten offering, if the managing underwriter shall advise the Company that, in its view, the number of securities (including the Registrable Securities) that the Holders, the Company and any other Person intend to include in such registration exceeds the largest number of securities which can be sold in such offering shall at a price reasonably acceptable to the Demanding Party (the “Demand Registration Maximum Offering Size”), the Company will include in such registration, in the following priority, up to the Demand Registration Maximum Offering Size: (i) first, the Registrable Securities requested to be included in such offering on registration pursuant to this Section 2.01; if the same terms and conditions as number of Registrable Securities requested to be included exceeds the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent thatDemand Registration Maximum Offering Size, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of then the Registrable Stock Securities to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors registration shall be included (subject to allocated pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering Holders requesting registration based on the number of securities duly requested to be included in such shares of Registrable Stock held registration by the WCAS Investors), each such Holder; and (2ii) second, all Registrable Stock proposed the securities to be included offered by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be includedCompany; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonment.and

Demand Registration Rights. Subject (a) If the Company shall receive, at any time commencing on the earlier of (i) the conversion of the Preferred Stock purchased pursuant to the conditions Purchase Agreement or (ii) December 31, 1997, a written request from the Initi ating Holders with respect to the Registrable Securities, that the Company file a registration statement under the 1933 Act covering the registration of at least 35% of the Registrable Securities (or any remaining smaller balance or any lesser percentage if the anticipated aggregate offering price to public would exceed $5,000,000), the Company shall promptly give written notice of such request (together with a list of the jurisdictions in which the Initiating Holders intend to attempt to qualify such securities under applicable state securities laws) to all Holders and restrictions set forth shall as soon as practicable, subject to the limitations of this Section 2, effect the registration under the 1933 Act of all such Registrable Securities which the Initiating Holders request to be registered, together with all of the Registrable Securities of any other Holder or Holders who so request by notice to the Company which is given within 30 days after the notice from the Company described above. Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 120 days; provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2 and the Company shall include such information in the written notice referred to in Section 2(a). In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders, by the underwriter, by the Company, and by such Holder) to the extent provided herein. (c) All Holders proposing to distribute their securities through such underwriting (together with the Company as provided in Section 4(e)) shall enter into an underwriting agreement in customary form with the repre sentative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provisions of this Section 2, if the Company shall at any time from and after underwriter advises the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) Holders in a writing that states marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Securities, and the number of shares of Registrable Stock to Securities that may be sold and included in the intended method of disposition thereof (each such written request, a “Demand Request”), to effect a registration under the Securities Act of all or any portion of the Registrable Stock then held by the Investors, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and underwriting shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, be allocated among all Holders thereof pro rata based on the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt held by such other Investor Holders at the time of such Demand Registration Notice). In addition, with the written consent filing of the Initiating Investor, registration statement. No Registrable Securities excluded from the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified underwriting by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval reason of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock to be included in such an offering underwriter's marketing limitation shall be included in such offering on registration. If any Holder of Registrable Securities disapproves of the same terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and, unless otherwise provided, the Initiating Holders. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration if the underwriter so agrees and conditions as if the shares number of Registrable Securities which would otherwise being sold through underwriters under have been included in such registration and may underwriting will not thereby be reduced if and limited. (d) The Company is obligated to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company effect only three demand registrations for the account of the Company or other stockholders of the Company shall be included; and (B) with respect Holders pursuant to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (this Section 2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon second demand for registration may not be made until at least 12 months after the request of first demand for registration was made and the Initiating Investor and neither third demand may not be made until at least 12 months after the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentsecond demand was made.

Demand Registration Rights. Subject (a) Throughout the Effective Period, the Fund may, subject to the conditions and restrictions set forth in this Section 2terms hereof, if request the Company shall at any time from and after the IPO Date be requested by WCAS or Xxxxxxx in writing (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written requesteach, a “Demand Request”), "Demand") to effect a registration with the SEC under and in accordance with the provisions of the Securities Act of all or any portion part of the Registrable Stock then held Securities Beneficially Owned by the InvestorsFund (a "Demand Registration"). The Demand shall specify the aggregate number of shares of Registrable Securities requested to be so registered on behalf of the Fund. Any request received by the Company from the Fund as provided in this Section 2(a) shall be deemed to be a "Demand" for purposes of this Agreement, unless the Company, in accordance with the terms of this Agreement, shall have notified the Fund in writing, prior to its receipt of such request from the Fund, of its intention to register securities with the SEC, in which case the request from the Fund shall be governed by Section 3 hereof, not this Section 2. All Demands to be made by the Fund pursuant to this Section 2(a) and any notifications by the Company pursuant to the preceding sentence must be based upon a good faith intent of the Fund or the Company, as the case may be, to effect the sale of securities pursuant to such registrations as promptly as practicable after the date of the Demand or notification, as the case may be, in accordance with the terms of this Agreement. Within five (5) days of the Company's receipt of a Demand from the Fund, the Company shall promptly notify the Foundation in writing of the Company's receipt of such Demand and of the Foundation's right to join in such Demand (each a "Demand Notification"). The Foundation shall have fifteen (15) days from its receipt of a Demand Notification (the "Joinder Period") to deliver to the Company a written notice of the Foundation's intention to join in such noticeDemand (a "Joinder Notice"). The Joinder Notice shall specify the aggregate number of shares of Registrable Securities requested to be so registered on behalf of the Foundation up to a maximum number of Registrable Securities such that no more than five percent (5%) of the aggregate amount of Registrable Securities requested to be registered by the Fund and the Foundation are Beneficially Owned by the Foundation, unless otherwise agreed to in writing by the Fund. Failure on the part of the Foundation to deliver a “Joinder Notice to the Company within the Joinder Period shall be deemed to be a waiver on the part of the Foundation of its right to join in such Demand. (b) After receipt of a Demand from the Fund, the Company shall prepare and file a Registration Statement for the Registrable Securities so requested to be registered as soon as reasonably practicable and use its reasonable best efforts to cause such Registration Statement to become effective. (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to file a Registration Statement for Registrable Securities pursuant to a Demand: (i) if the Company shall have previously effected a Demand Registration Notice”at any time during the immediately preceding one hundred twenty (120) each day period; (ii) (A) with respect to a Demand made prior to the date which is forty-two (42) months following the date hereof, such 42-month period to be extended by an amount of time equal to the aggregate of all Blackout Periods during such forty-two (42) months, if the Company shall have previously effected two (2) Demand Registrations at any time during the calendar year in which such Demand was received and (B) with respect to a Demand made after such 42-month period, as it may be so extended, if the Company shall have previously effected a Demand Registration at any time during the calendar year in which such a Demand was so received; (iii) if the Company shall have previously effected a registration of Common Stock to be issued and sold by the Company at any time during the immediately preceding ninety (90) day period (other Investor who holds than a registration on Form S-4, Form S-8 or Form S-3 (with respect to dividend reinvestment plans xxx xxxxxxx plans) or any successor forms thereto); (iv) if the number of Registrable Stock Securities identified in the Demand shall have a Current Market Value (determined as of the date of such proposed registration and Demand) of less than Thirty Million Dollars ($30,000,000), unless such Registrable Securities identified in the Demand constitute all remaining Registrable Securities; or (v) during the pendency of any Blackout Period. (d) The Company shall use be permitted to satisfy its commercially reasonable efforts obligations under this Section 2 by amending (to register the extent permitted by applicable law) any Shelf Registration previously filed by the Company under the Securities Act so that such Shelf Registration (each such registration, a “Demand Registration”), for public sale as amended) shall permit the disposition (in accordance with the method intended methods of disposition specified as aforesaid) of all of the Registrable Securities for which a Demand shall have been made. If the Company shall so amend a previously filed Shelf Registration, it shall be deemed to have effected one (1) Demand Registration. Notwithstanding the foregoing, the Company shall have no obligation under this Agreement to file any Shelf Registration. (e) A requested Demand Registration shall not be deemed to count as a Demand Registration described in Section 2(c)(i) or Section 2(c)(ii) hereof if: (i) such registration has not been declared effective by the SEC or does not become effective in accordance with the Securities Act, (ii) after becoming effective, such registration is materially interfered with by any stop order, injunction or similar order or requirement of the SEC or other governmental agency or court for any reason not attributable to the Fund and does not thereafter become effective, (iii) the conditions to closing specified in any underwriting agreement entered into in connection with such Demand RequestRegistration are not satisfied or waived other than by reason of an act or omission on the part of the Fund, or (iv) the Fund shall have withdrawn its Demand or otherwise determined not to pursue such registration, provided that, in the case of this clause (iv), the Fund shall have reimbursed the Company for all of its out-of-pocket expenses incurred in connection with such Demand. (f) The Company shall have the right, but not the obligation, to include any securities to be issued and sold by the Company or sold on behalf of any of the Company's security holders ("Other Rights Holders") in any Registration Statement (including a Shelf Registration referred to in Section 2(d) hereof) filed pursuant to a Demand without the prior consent of the Fund. (g) If the lead managing underwriters of an Underwritten Offering made pursuant to a Demand shall advise the Fund and (if applicable) the Foundation in writing (with a copy to the Company) that marketing or other factors require a limitation on the number of shares of Registrable Common Stock specified which can be sold in such Demand Request offering within a price range acceptable to the Fund, then (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, i) if the Company shall be entitled have elected to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock securities to be issued and sold by the Company for its own account or for sold on behalf of Other Rights Holders in such Registration Statement pursuant to Section 2(f) hereof, then the account Company shall reduce the number of other holders. In securities the event Company shall intend to issue and sell (and, if applicable, the number of securities being sold on behalf of Other Rights Holders) pursuant to such Registration Statement such that the proposed method total number of disposition specified securities being sold by the Initiating Investor each such party shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject equal to the approval of number which can be sold in such offering within a price range acceptable to the Company, not to be unreasonably withheld, conditioned or delayedFund, and (ii) if the Company shall not have elected to include any securities in such Registration Statement pursuant to Section 2(f) hereof or if the reduction referred to in the previous clause (i) shall not be sufficient, then, notwithstanding Section 2(c)(iv) hereof, the Fund and (if applicable) the Foundation shall reduce the number of shares of Registrable Stock Securities requested to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on number that the lead managing underwriter advises can be sold in such offering within such price range, provided that, following basis: such reduction, ninety-five percent (A95%) with respect to any Demand Registration where WCAS is of the Initiating Investor (1) first, all Registrable Stock proposed Securities to be included in the Registration Statement shall be Beneficially Owned by the WCAS Investors Fund and five percent (5%) of such Registrable Securities shall be included Beneficially Owned by the Foundation, unless otherwise agreed to in writing by the Fund and the Foundation. Neither the Fund nor (subject if applicable) the Foundation shall be required to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on reduce the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed Securities requested to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in any such offering based on until the number of such shares of Registrable Stock held securities referred to in the previous clause (i) shall have been reduced to zero (0). A requested Demand reduced pursuant to this Section 2(g) shall count as a Demand Registration described in Section 2(c)(i) or Section 2(c)(ii) hereof, provided that at least $30,000,000 in aggregate gross sale proceeds shall have been received by such other Investors) the Fund and (3if applicable) thirdthe Foundation pursuant to such offering. In the event that a requested Demand Registration so reduced does not result in at least $30,000,000 in aggregate gross sales proceeds being received by the Fund and (if applicable) the Foundation, such requested Demand Registration shall not be deemed to count as a Demand Registration described in Section 2(c)(i) or Section 2(c)(ii) hereof, provided that the extent provided above, Common Stock proposed to be included by Fund and (if applicable) the Foundation shall have reimbursed the Company for all of its out-of-pocket expenses incurred in the account preparation, filing and processing of the Company or other stockholders Registration Statement. (h) Without the prior consent of the Fund, the Company shall be included; not, from and (B) with respect after the date hereof until the expiration of the Effective Period, grant demand registration rights to any Demand Registration where Xxxxxxx is purchaser of the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Company's Common Stock in such offering based on a private placement transaction that are superior to or pari-passu with the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account rights of the Company or other stockholders of Fund and the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentFoundation as set forth in this Agreement.

Demand Registration Rights. Subject to the conditions and restrictions set forth in this Section 2paragraph 2(c) below, if the Company shall at any time from and on or after the IPO Date date hereof be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Stock Restricted Securities to be sold and the intended method of disposition thereof (each such written request, a “Demand Request”), to effect a registration under the Securities Act of all or any portion of the Registrable Stock Restricted Securities then held by WCAS or such Preferred Holder, as the Investorscase may be, the Company shall promptly immediately notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock Member of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock Restricted Securities specified in such Demand Request (plus the number of shares of Registrable Stock Restricted Securities specified in any written request for registration of shares of Registrable Stock Restricted Securities that is received from each other Investor Member receiving the Demand Registration Notice within 20 days after receipt by such other Investor Member of such Demand Registration Notice). For any Demand Registration, the reasonably anticipated aggregate price to the public of such offering shall exceed $5,000,000. In addition, with the written consent of the Initiating InvestorWCAS, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating InvestorWCAS, shares of Common Stock Units to be sold by the Company for its own account or for the account of other holdersMembers. In the event that the proposed method of disposition specified by WCAS or the Initiating Investor Preferred Holder shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, WCAS and (ii) the number of shares of Registrable Stock Restricted Securities to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock Restricted Securities to be sold, and, in . In the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock Restricted Securities proposed to be included by the WCAS Preferred Investors shall be included (subject to pro rata reduction among the WCAS Preferred Investors seeking to include Registrable Stock Restricted Securities in such offering based on the number of such shares of Registrable Stock Restricted Securities held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Preferred Investors) and (3B) thirdsecond, to the extent provided above, Common Stock Units proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company Members shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor WCAS and neither the Company nor such Initiating Investor WCAS shall have any liability to any Investor Member with respect to such abandonmentabandonment subject to Section 2(d) hereof. Notwithstanding anything else to the contrary contained herein, the Company shall not be required to effect more than two (2) Demand Registrations under this Section 2(a) on Form S-1 or any successor thereto (it being understood that there shall be no limitation on the number of Demand Registrations on Form S-3 or any successor thereto). Nothing in this Agreement shall prevent WCAS from making a request under this Section 2(a) prior to the conversion of Series A Preferred Units. Notwithstanding anything to the contrary contained herein, the Company shall not be required to use its best efforts to cause a registration statement to be filed or to become effective pursuant to this Section 2(a) during the sixty (60) day period preceding the estimated effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering of Common Stock under the Securities Act (a “Company Filing”) and (ii) during the period starting with the filing of, and ending on the date which is one hundred and eighty (180) days after such estimated effective date of a Company Filing. This Section 2 shall not apply to a registration of shares of Common Stock on Form S-4 or Form S-8 or their then equivalent forms relating to an offering of shares of Common Stock to be issued solely in connection with any acquisition of any entity or business or otherwise issuable in connection with any stock option, stock purchase or other employee benefit plan.

Demand Registration Rights. Subject to (a) The Holders who, in the conditions and restrictions set forth in this Section 2aggregate, if own a majority of the Company shall at any time from and after the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the total number of shares of Registrable Stock to be sold set forth above may request that the Company prepare and the intended method of disposition thereof (each such written request, a “Demand Request”), to effect file a registration statement under the Securities Act of all or any portion 1933 (the "Securities Act") to permit the public offering and sale of the Registrable Stock then on one occasion. Such registration requested pursuant to this Section 2 shall be referred to as the "Demand Registration." The Company shall within 10 days after the receipt of such request, give written notice to all Holders that do not request the Demand Registration, and each such Holder shall, within 30 days after giving such notice, provide a written request to the Company as to those shares which it desires to include in such registration. The Company shall use its best efforts to cause all of the shares of Stock held by the Investors, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts Holder to register be registered under the Securities Act Act, all to the extent requisite to permit the sale or other disposition (each such registration, a “Demand Registration”), for public sale in accordance with the method intended methods thereof as aforesaid) by the Holders of disposition such shares; provided, however, that no such request need be honored by the Company if all Holders making the request for the Demand Registration hold less that 100,000 shares. (b) The Demand Registration shall not be deemed to have been effected if (i) such registration statement, after it has become effective, is the subject of any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason not solely attributable to the selling Holders, (ii) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration statement are not satisfied, other than by reason of a failure on the part of the selling Holders, or (iii) the Holders are not able to register and sell all of the shares requested to be included in such registration. (c) With respect to the Demand RequestRegistration, an investment banker or investment bankers that may be chosen to manage the offering will be selected by the Holders of at least a majority of the shares included in such offering; provided that the selection of any such investment banker or investment bankers is subject to consent by the Company, which consent shall not be unreasonably withheld. (d) Any securities to be included in the Demand Registration shall be reduced to the extent determined necessary by the managing underwriter of such offering if such managing underwriter shall have advised the selling Holders in writing (with a copy to the Company) that, in their opinion, the number of shares of Registrable Stock specified securities requested to be included in such Demand Request (plus registration exceeds the number which can be sold within a price range acceptable to the selling Holders of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent a majority of the Initiating Investorshares requested to be included in such registration. If no such notice or letter is provided, the Company shall be entitled to may include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In shareholders of the event that Company, if and to the proposed method of disposition specified extent consented to by the Initiating Investor shall Holders of at least a majority of the shares included in such offering. (e) The Company, if requested by at least a majority of the shares to be an underwritten public offeringincluded in the Demand Registration, (i) shall agree not to, and shall use its best efforts to cause its executive officers and directors not to, effect any public sale or distribution of its Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, Common Stock during the 180-day period following the effective date of a registration statement relating to a public offering of shares if the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayedunderwriters determine such public sale or distribution would have a material adverse effect on such offering, and (ii) shall (x) cause each securityholder of the number Company's privately placed equity securities issued in connection with a financing transaction involving at least 5% of shares the Company's then outstanding equity securities at any time after the date hereof, and (y) use its reasonable best efforts to cause each other securityholder of Registrable the Company owning at least 10% of the Company's then outstanding equity securities (other than a securityholder permitted to file a Schedule 13G under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) to agree not to effect a public sale or distribution of the Common Stock during the 180-day period following the effective date of a registration statement relating to be included in such an a public offering shall be included in such offering on the same terms and conditions as of the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of or underwriters determine such public sale or distribution would have a material adverse effect on such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonment.

Demand Registration Rights. (a) Subject to the conditions provisions of paragraph (c) below, from and restrictions set forth after the First Contingent Payment Date and prior to the first anniversary thereof, the Rightsholders, by an election of the Stockholders' Representative, may request, in writing, that the Company effect the registration of up to 35% of the Registrable Shares owned by each Rightsholder and issued to him as part of the First Contingent Payment (the "First Demand"). Subject to the provisions of paragraph (c) below, from and after the Second Contingent Payment Date and prior to the first anniversary thereof, the Rightsholders, by an election of the Stockholders' Representative, may request, in writing, that the Company effect the registration of up to 35% of the Registrable Shares owned by each Rightsholder and issued to him as part of the First Contingent Payment or the Second Contingent Payment, less such number of Registrable Shares as were registered pursuant to the First Demand. If the Rightsholders intend to distribute such Registrable Shares by means of an underwriting, the Stockholders' Representative shall so advise the Company in his request. In the event either such registration is underwritten, the right of Rightsholders to participate shall be conditioned on such Rightsholders' participation in such underwriting. Upon receipt of such a request, the Company shall, as expeditiously as possible, use its best efforts to effect the registration of all Registrable Shares which the Company has been requested to so register (subject to the maximums stated above in this paragraph (a)) on such registration form selected by the Company as the Company is then eligible to use. Notwithstanding any other provision of this Section 2, if the Company shall at any time from and after managing underwriter(s) advises the IPO Date be requested by WCAS or Xxxxxxx (Rightsholders participating in the Investor that makes such request, being the “Initiating Investor”) registration in a writing that states marketing factors require a limitation of the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written requestunderwritten, a “Demand Request”), to effect a registration under the Securities Act of all or any portion of the Registrable Stock then held by the Investors, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares Registrable Shares that may be included in the underwriting shall be allocated among all such Rightsholders in proportion (as nearly as practicable) to the amount of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent Shares of the Initiating Investor, Company owned by each such Rightsholder. (b) The Company shall not be required to effect more than two registrations pursuant to paragraph (a) above. (c) If at the time of any request to register Registrable Shares pursuant to this Section 2 the Company shall be entitled is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering as to which the Rightsholders may include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock Registrable Shares pursuant to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, Section 3 (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned limitations set forth therein) or delayed, and (ii) the number of shares of Registrable Stock to be included is engaged in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent thatany other activity which, in the good faith opinion determination of the managing underwriter Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of six months from the effective date of such offeringoffering or the date of commencement of such other material activity, inclusion of all shares would adversely affect as the marketing (including the offering price) of the Registrable Stock case may be, such right to delay a request to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included exercised by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other not more than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentonce.

Demand Registration Rights. (a) Subject to the conditions of this Section 2, if at any time following the date of this Agreement, the Company receives a written request from the Holders of more than fifty percent (50%) of the total number of Registrable Securities then outstanding (for purposes of this Section 2, the “Initiating Holders,” and restrictions set forth such request the “Demand”) that the Company file a registration statement under the Act covering the registration for resale of the Registrable Securities, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2, use commercially reasonable efforts to effect, as soon as practicable, the registration for resale under the Act of all the Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 2(a). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their Demand by means of an underwriting, they shall so advise the Company as a part of their Demand made pursuant to Section 2(a), and the Company shall include such information in its written notice to all Holders given pursuant to Section 2(a). In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall at any time from so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and after the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written request, a “Demand Request”), to effect a registration under the Securities Act of all or any portion of the Registrable Stock then held by the Investors, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock to may be included in such an offering the underwriting shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and allocated to the extent that, in the good faith opinion of the managing underwriter Holders of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to Securities pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock Securities held by all such Holders (including the WCAS InvestorsInitiating Holders), (2) second, . In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Stock proposed to be included by the Investors other than WCAS Investors Securities excluded or withdrawn from such underwriting shall be included withdrawn from the registration. (subject to pro rata reduction among such Investors other than c) Notwithstanding the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) thirdforegoing, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall not be includedrequired to effect a registration pursuant to this Section 2: (A) if, at the time of the Demand, the Common Stock is not registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act or the Company is not subject to the reporting requirements of Section 15(d) of the Exchange Act; and or (B) with respect in any particular jurisdiction in which the Company would be required to any Demand Registration where Xxxxxxx execute a general consent to service of process in effecting such registration, unless the Company is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (already subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock service in such offering based on jurisdiction and except as may be required under the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonment.Act; or

Demand Registration Rights. Subject to (a) At any time following the conditions and restrictions set forth in this Section 2date hereof, if the holders of Restricted Stock constituting at least twenty percent (20%) of the total shares of Restricted Stock then outstanding may request the Company shall at to register under the Securities Act all or any time from and after portion of the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Restricted Stock to held by such requesting holder or holders for sale in the manner specified in such notice, provided that the aggregate offering price, as such amount is determined on the cover page of the registration statement, shall not be sold and less than $2,500,000. Such request shall specify the intended method of disposition thereof by such holder or holders, including whether (each i) the registration requested is for an underwritten offering and (ii) the registration statement covering such written request, Restricted Stock shall be a “Demand Request”), shelf” and provide for the sale by the holder or holders thereof of the Restricted Stock from time to effect time on a registration delayed or continuous basis under Rule 415 under the Securities Act Act. For purposes of this Section 2 and Sections 5, 11(a) and 11(d), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which have been issued to or would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 2 or any portion Section 3, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the Registrable shares of Common Stock then held issued upon conversion thereof. In the event that any registration pursuant to this Section 2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock beneficially owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the InvestorsCompany therein; provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than requesting holders of Restricted Stock. (b) Following receipt of any notice under this Section 2, the Company shall promptly immediately notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable all holders of Restricted Stock of such proposed registration from whom notice has not been received and shall use its commercially reasonable best efforts to register under the Securities Act (each such registration, a “Demand Registration”)Act, for public sale in accordance with the method of disposition specified in such Demand Requestnotice from requesting holders, the number of shares of Registrable Restricted Stock specified in such Demand Request notice (plus and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Purchasers shall have an unlimited number of demand registrations pursuant to this Section 2, provided, however, that the Company shall not be obligated to effect more than two such registrations in any twelve month period, provided, further, that such obligation shall be deemed satisfied only when a registration statement covering all shares of Registrable Restricted Stock specified in any written request for registration of shares of Registrable Stock that is notices received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registrationas aforesaid, for sale in accordance with the method of disposition specified by the Initiating Investorrequesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) From and after the date hereof, the Company shall use its commercially reasonable efforts to qualify under the provisions of the Securities Act, and thereafter, to continue to qualify at all times, for registration on Form S-3 or any successor thereto. Demand registrations pursuant to this Section 2 shall be on Form S-3 or any similar short-form registration statement, if available. In the event the Company fails to qualify, the Company shall be required to effect demand registrations pursuant to this Section 2 on Form S-1 or any successor thereto to the same extent as the Company would be required to effect demand registrations on Form S-3. (d) The Company may postpone for a period of up to 45 days the filing of any registration requested pursuant to this Section 2 if the Board of Directors of the Company in good faith determines that such registration would require the public disclosure of any plan, proposal or agreement by the Company with respect to any financing, acquisition, recapitalization, reorganization or other material transaction, the disclosure of which would be materially adverse to the Company, and such determination is evidenced by a board vote included in the minutes of the meetings of the Company’s Board of Directors; provided, however, that the Company may not exercise such right of postponement more frequently than one time in any 12 month period and shall not register any securities for its own account or that of any other stockholder during such 45 day period (except with respect to registration statements on Forms S-4, X-0 xx xnother form not available for registering the Restricted Stock for sale to the public). (e) The Company shall be entitled to include in any registration statement referred to in this Section 2, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in that the good faith opinion of the managing underwriter inclusion of such offering, inclusion of all shares would by the Company shall not adversely affect the marketing (including the offering price) of the Registrable Stock to offering), and shall not be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking entitled to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors any persons other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number holders of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentRestricted Stock.

Demand Registration Rights. Subject to the conditions and restrictions set forth in this Section 22(c) below, if the Company shall (i) at any time from and on or after the date hereof be requested by WCAS or (ii) at any time after the 180th day following the IPO Date be requested by WCAS or Xxxxxxx (the Legacy Investor that makes such requestGroup, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written request, a “Demand Request” and WCAS or the Legacy Investor Group, as applicable, the “Demand Initiating Party”), to effect a registration under the Securities Act of all or any portion of the Registrable Stock then held by WCAS or the InvestorsLegacy Investor Group, as the case may be, the Company shall promptly immediately notify in writing (each such notice, a “Demand Registration Notice”) each other Investor Stockholder who at the time holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving Stockholder who at the time holds Registrable Stock and receives the Demand Registration Notice within 20 days after receipt by such other Investor Stockholder of such Demand Registration Notice). In addition, with the written consent of the Demand Initiating InvestorParty, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Demand Initiating InvestorParty, shares of Common Stock to be sold by the Company for its own account or for the account of other holdersstockholders other than Stockholders. In the event that the proposed method of disposition specified by the Demand Initiating Investor Party shall be an underwritten public offering, (i) the managing underwriter shall be selected by WCAS (or the Initiating InvestorLegacy Investor Group, subject to the approval of the Company, only if WCAS is not to be unreasonably withheld, conditioned or delayed, a participant in such offering) and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced (following consultation with WCAS and the Legacy Investor Group (if the Legacy Investor Group is the Demand Initiating Party)) if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors Stockholders shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors Stockholders seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other InvestorsStockholders), (B) second, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company shall be included and (3C) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration resulting from a Demand Request from WCAS upon the request of the Initiating Investor WCAS and neither the Company Company, the Legacy Investor Group nor such Initiating Investor WCAS shall have any liability to any Investor Stockholder with respect to such abandonment. The Company shall abandon any Demand Registration resulting from a Demand Request from the Legacy Investor Group upon the request of the Legacy Investor Group and none of the Company, WCAS nor the Legacy Investor Group shall have any liability to any Stockholder with respect to such abandonment. The Legacy Investor Group shall have the right to request only two (2) Demand Registrations. WCAS shall have the right to request an unlimited number of Demand Registrations. Notwithstanding anything else to the contrary contained herein the Company shall not be required to effect a Demand Registration hereunder unless the reasonably anticipated aggregate net proceeds thereof (determined at the time of the giving of the Demand Request) exceed (x) $50,000,000, in the case of a registration on Form S-l or any successor thereto or (y) $25,000,000, in the case of a registration on Form S-3 or any successor thereto.

Demand Registration Rights. Subject to (a) At any time following the conditions and restrictions set forth in this Section 2date which is eighteen (18) months after the date hereof, if the Company is eligible to use a registration statement on Form S-3 (or any successor short-form registration statement), the holders of Registrable Stock shall at have the right by delivering a written request to the Company to require the Company to register under the Securities Act all or any time from and after portion of the IPO Date be requested shares of Registrable Stock held by WCAS such requesting holder or Xxxxxxx (holders for sale in the Investor that makes manner specified in such request; provided that the aggregate offering price, being as such amount is determined on the cover page of the registration statement, shall not be less than $2,500,000. Such request shall specify the intended method of disposition thereof by such holder or holders, including whether (i) the registration requested is for an underwritten offering or (ii) the registration statement covering such Registrable Stock shall be a “Initiating Investor”) shelf” and provide for the sale by the holder or holders thereof of the Registrable Stock from time to time on a delayed or continuous basis under Rule 415 under the Securities Act. In the event that any registration pursuant to this Section 2 shall be, in a writing that states whole or in part, an underwritten public offering of Registrable Stock, the number of shares of Registrable Stock to be included in such an underwriting to be sold for the account of the requesting holders may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Stock requested to be so registered) if and to the intended method extent that the managing underwriter shall be of disposition thereof the opinion that such inclusion would adversely affect the marketing of the securities to be sold thereby. The Company shall not include in any registration pursuant to this Section 2 any securities to be sold for the account of the Company or any persons other than the holders of Registrable Stock without the prior written consent of the holders of Registrable Stock requesting the registration. (each b) Following receipt of any request under this Section 2, the Company shall, within ten (10) days of receipt of such written request, a “Demand Request”), notify all holders of Registrable Stock from whom notice has not been received and such holders may elect by notice given to effect a registration under the Securities Act of all or any portion Company within ten (10) days following receipt of the Company notice to include shares of Registrable Stock then held by the Investors, the such holders in such registration. The Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable best efforts to register effect, as soon as practicable, the registration under the Securities Act (each such registration, a “Demand Registration”)Act, for public sale in accordance with the method of disposition specified in such Demand Requestnotice from requesting holders, the number of shares of Registrable Stock specified in such Demand Request (plus notices. If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of Registrable Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Purchasers shall have an unlimited number of demand registrations pursuant to this Section 2; provided, however, that the Company shall not be obligated to effect more than two such registrations in any twelve month period; and provided, further, that such obligation shall be deemed satisfied only when a registration statement covering all shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is notices received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registrationas aforesaid, for sale in accordance with the method of disposition specified by the Initiating Investorrequesting holders, shares shall have become effective. (c) From and after the date hereof, the Company shall use its commercially reasonable best efforts to qualify under the provisions of Common Stock the Securities Act, and thereafter, to be sold continue to qualify at all times, for registration on Form S-3 or any successor thereto. (d) The Company may postpone for a period of up to sixty (60) days the filing of any registration requested pursuant to this Section 2 if the Board of Directors of the Company in good faith determines that such registration would require the public disclosure of any material non-public information relating to any plan, proposal or agreement by the Company with respect to any financing, acquisition, recapitalization, reorganization or other material transaction, the disclosure of which would be materially adverse to the Company’s ability to effect such plan, proposal or agreement if made at such time; provided, however, that the Company may not exercise such right of postponement more frequently than twice in any 12 month period and shall not register any securities for its own account or that of any other stockholder during such sixty (60) day period (except with respect to registration statements on Forms X-0, X-0 or another form not available for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of registering the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering for sale to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investorspublic), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonment.

Demand Registration Rights. Subject to (a) The Holders who, in the conditions and restrictions set forth in this Section 2aggregate, if own a majority of the Company shall at any time from and after the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the total number of shares of Registrable Stock to be sold set forth above may request that the Company prepare and the intended method of disposition thereof (each such written request, a “Demand Request”), to effect file a registration statement under the Securities Act of all or any portion to permit the public offering and sale of the Registrable Stock then on one occasion. Such registration requested pursuant to this Section 2 shall be referred to as the "Demand Registration." The Company shall within 10 days thereafter give written notice to all Holders which do not request the Demand Registration, and each such Holder shall, within 30 days thereafter, provide a written request to the Company as to those shares which it desires to include in such registration. The Company shall use its best efforts to cause all of the shares of Stock held by the Investors, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts Holder to register be registered under the Securities Act Act, all to the extent requisite to permit the sale or other disposition (each such registration, a “Demand Registration”), for public sale in accordance with the method intended methods thereof as aforesaid) by the Holders of disposition such shares; provided, however, that no such request need be honored by the Company if all Holders making the request for the Demand Registration hold less that 100,000 shares. (b) The Demand Registration shall not be deemed to have been effected if (i) such registration statement, after it has become effective, is the subject of any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason not solely attributable to the selling Holders, (ii) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration statement are not satisfied, other than by reason of a failure on the part of the selling Holders, or (iii) the Holders are not able to register and sell all of the shares requested to be included in such registration. (c) With respect to the Demand RequestRegistration, an investment banker or investment bankers that may be chosen to manage the offering will be selected by the Holders of at least a majority of the shares included in such offering; provided that the selection of any such investment banker or investment bankers is subject to consent by the Company, which consent shall not be unreasonably withheld. (d) Any securities to be included in the Demand Registration shall be reduced to the extent determined necessary by the managing underwriter of such offering if such managing underwriter shall have advised the selling Holders in writing (with a copy to the Company) that, in their opinion, the number of shares of Registrable Stock specified securities requested to be included in such Demand Request (plus registration exceeds the number which can be sold within a price range acceptable to the selling Holders of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent a majority of the Initiating Investorshares requested to be included in such registration. If no such notice or letter is provided, the Company shall be entitled to may include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval shareholders of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent thatconsented to by the Holders of at least a majority of the shares included in such offering. (e) The Company, if requested by at least a majority of the shares to be included in the good faith opinion Demand Registration, (i) shall agree not to, and shall cause its executive officers and directors not to, effect any public sale or distribution of its Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, Common Stock during the 180-day period following the effective date of a registration statement relating to a public offering of shares if the managing underwriter of or underwriters determine such offering, inclusion of all shares public sale or distribution would adversely affect the marketing have a material adverse effect on such offering and (including the offering priceii) shall (x) cause each securityholder of the Registrable Stock to be sold, and, Company's privately placed equity securities issued in connection with a financing transaction involving at least 5% of the case of Company's then outstanding equity securities at any such reduction, shares shall be included in such offering to time after the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) date hereof and (3y) third, use its reasonable best efforts to the extent provided above, Common Stock proposed to be included by the Company for the account cause each other securityholder of the Company or other stockholders owning at least 10% of the Company shall be included; and Company's then outstanding equity securities (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than a securityholder permitted to file a Schedule 13G under the Xxxxxxx Investors shall be included Securities Exchange Act of 1934, as amended (subject the "Exchange Act")) to pro rata reduction among such Investors other than agree not to effect a public sale or distribution of the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed during the 180-day period following the effective date of a registration statement relating to be included by the Company for the account a public offering of the Company shares if the managing underwriter or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor underwriters determine such Initiating Investor shall public sale or distribution would have any liability to any Investor with respect to a material adverse effect on such abandonmentoffering.

Demand Registration Rights. Subject (i) At any time and from time to time after the conditions and restrictions set forth in this Section 2date hereof, if any Holder shall have the right to request the Company shall at any time from and after the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written request, a “Demand Request”), to effect a the registration under the Securities Act of all or part of its Registrable Securities; PROVIDED, that so long as Purchaser shall hold any portion Registrable Securities, no Holder shall have the right to request any such registration without the written consent of Purchaser. Holders shall exercise such right by delivering to the Company a notice stating (A) the number of Registrable Stock then held Securities to be included in such registration statement and (B) Holder's intended method of distribution (which may include an underwritten offering). Upon receipt by the InvestorsCompany of any such request, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock give notice of such proposed registration to all Holders who hold Registrable Securities and shall thereupon shall, as expeditiously as possible, use its commercially reasonable efforts to register effect the registration under the Securities Act of: (1) all Registrable Securities that the Company has been requested to register pursuant to clause (i) of this Section 5.4(a); and (2) all other Registrable Securities that Holders have, within 20 days after the Company has given such notice, requested the Company to register; all to the extent requisite to permit the sale or other disposition by the Holders of the Registrable Securities so to be registered. (ii) If the managing underwriter (selected pursuant to Section 5.4(i)(A) hereof) of the public offering of any Registrable Securities to be effected pursuant to a registration statement filed pursuant to clause (i) of this Section 5.4(a) shall advise the Company in writing (with a copy to each such holder of Registrable Securities requesting registration) that, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Requestits opinion, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock securities requested to be included in such registration (including securities of the Company that are not Registrable Securities) exceeds the number that can be sold in such offering without having an offering shall adverse effect on such offering, the Company will include in such registration to the extent of the number that the Company is so advised can be sold in such offering: (A) FIRST, Registrable Securities requested to be included in such offering on the same terms registration by Purchaser and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent thatits Affiliates, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of to be included; (B) SECOND, Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed Securities requested to be included in such registration by the Investors Holders other than WCAS Investors shall be included (subject to Purchaser and its Affiliates, pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares to be included; and (C) THIRD, other securities of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock Company proposed to be included pursuant to Section 5.4(a)(viii) in such registration, in accordance with the priorities, if any, then existing among the Company and the holders of such other securities. (iii) The Holders requesting inclusion in a registration statement under this Section 5.4(a) may withdraw from any requested registration pursuant to this Section 5.4(a) by giving written notice to the Company prior to the date an underwriting agreement is executed or such registration statement becomes effective; PROVIDED, HOWEVER, that for a period of three months after such withdrawal, such Holders may not request any registration pursuant to this Section 5.4(a), unless (A) such Holders pay the Company for that portion of its out-of-pocket expenses relating to the account inclusion of the Company or other stockholders of the Company shall be included; and Registrable Securities owned by such Holder in such registration, (B) with respect the registration statement had not been filed within 90 days of the initial request for registration pursuant to any Demand Registration where Xxxxxxx is the Initiating Investor (1Section 5.4(a)(i) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number or had not become effective within 120 days of such shares of Registrable Stock held by the Xxxxxxx Investors), request or (2C) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability otherwise failed to any Investor comply with its obligations under this Section 5.4 with respect to such abandonmentregistration. (iv) The Company shall not be required to effect more than a total of two effective registrations under this Section 5.4(a). Notwithstanding the foregoing, if all the Holders withdraw from an offering after the registration statement for the shares to be offered thereby has become effective due to the occurrence of any of the events set forth in Sections 5.4(c)(vii), (viii) or (ix), then such registration shall not be counted as an effective registration for purposes of this Section 5.4(a)(iv). (v) The Company shall not be required to effect a registration pursuant to this Section 5.4(a) unless the offering includes Registrable Securities having a Fair Market Value of at least $10 million in the aggregate.

Demand Registration Rights. (a) Subject to the conditions and restrictions limitations set forth in this Section 22.01, if the Company shall at any time receives a written request from and after the IPO Date be requested by WCAS or Xxxxxxx an Investor (the Investor that makes such request, being the “Initiating Demand Investor”) in a writing that states specifying the approximate number of shares of Registrable Stock Securities requested to be sold registered and the intended method of disposition thereof (each anticipated per share price range for such written requestoffering, a “Demand Request”), to effect requesting the Company file a registration statement under the Securities Act covering the registration of all or a portion of Registrable Securities then outstanding with an aggregate public offering price of at least US$2,000,000, then the Company shall, as soon as practicable, and in any event within 90 days of receipt of such request, file such registration and permit or facilitate the sale and distribution of all or such portion of the Registrable Stock then held by the Investors, the Securities as are specified in such request. All registrations requested pursuant to this Section 2.01 are referred to herein as “Demand Registrations.” (b) The Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under cause such registration statement to be declared effective by the Securities Act SEC as soon as practicable. (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving c) If the Demand Registration Notice within 20 days after receipt Investor intends to distribute the Registrable Securities covered by such other Investor its request by means of such Demand Registration Notice). In additionan underwriting, with the written consent of the Initiating Investor, it shall so advise the Company shall be entitled as a part of its request made pursuant to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holdersthis Section 2.01. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing The underwriter shall be selected by the Initiating Investor, subject Demand Investor and shall be reasonably acceptable to the approval Company. In such event, the right of the other Investor to include securities in such registration pursuant to Section 2.01(a) shall be conditioned upon such Investor’s participation in such underwriting and the inclusion of its Registrable Securities in the underwriting to the extent provided herein and such Investor (together with the Company, not to be unreasonably withheld, conditioned or delayed, ) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Demand Investor. (d) If a Demand Registration is an underwritten offering and (ii) the managing underwriters advise the Company in writing that in their opinion the number of shares of Registrable Stock Securities requested to be included in such an offering exceeds the number of Registrable Securities which can be sold therein without adversely affecting the marketability of the offering and within a price range acceptable to the Demand Investor, the Company shall include in such registration the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering. Any Registrable Securities excluded or withdrawn from such underwriting shall be included withdrawn from the registration. (e) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.01 demanded by the Demand Investor: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such offering on jurisdiction and except as may be required by the Securities Act; (ii) after the Company has effected three (3) registrations pursuant to this Section 2.01 demanded by the same terms Demand Investor, and conditions as such registrations have been declared or ordered effective; (iii) during the shares otherwise being sold through underwriters under period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration and statement to become effective; (iv) if the Demand Investor proposes to dispose of Registrable Securities that may be reduced registered as soon as practicable on Form F-3 pursuant to Section 2.03 hereof; or (v) if and the Company shall furnish to the extent that, Demand Investor a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith opinion judgment of the managing underwriter Board of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) Directors of the Registrable Stock Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be sold, andfiled at such time, in which event the case of any such reduction, shares Company shall be included in such offering have the right to the extent so permissible on the following basis: (A) defer taking action with respect to any such filing for a period of not more than ninety (90) days after receipt of the request of the Demand Registration where WCAS is the Initiating Investor (1) firstInvestor; provided, all Registrable Stock proposed however, that such right to be included by the WCAS Investors delay a request shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included exercised by the Company not more than once in any twelve (12) month period in relation to the same Demand Investor; provided, further, that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (90) day period, other than a registration relating to (i) the sale of securities to officers, directors and employees of, or consultants to, any Group Company pursuant to share grants, option plans, purchase plans or other stockholders employee share incentive programs or arrangements, (ii) a reclassification of securities, corporate reorganization or other transaction under Rule 145 of the Company shall Securities Act (or such applicable securities laws in the relevant jurisdiction), (iii) a registration on any form that does not include substantially the same information as would be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed required to be included by in a registration statement covering the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account sale of the Company Registrable Securities, or other stockholders (iv) a registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentdebt securities that are also being registered (an “Exempt Registration”).

Demand Registration Rights. (a) Subject to the conditions and restrictions set forth in of this Section 2, if the Company shall at any time and from and after the IPO Date be requested by WCAS or Xxxxxxx time to time following January 1, 2004, Holder may make one (the Investor that makes such request, being the “Initiating Investor”but not more than one) in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written request, a “Demand Request”), to effect a request for registration under the Securities Act of all or any portion (but not less than all) of the Registrable Stock then Shares held by Holder at the Investorstime any such request is made, provided that the Company shall promptly notify aggregate net proceeds of the offer and sale of ISG Common Stock in writing connection therewith exceeds $25,000,000 (each the "DEMAND REGISTRATION"). Any such notice, a “request for Demand Registration Notice”must specify the (i) each other Investor who holds number of Registrable Stock of such Shares proposed registration to be offered for sale by Holder and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the ii) intended method of disposition specified in thereof. (b) If Holder so elects, the offering of Holder's Registrable Shares pursuant to such Demand RequestRegistration will be in the form of an underwritten public offering. A registration will not count as a Demand Registration until it has become effective. (c) If the book-runner for any Demand Registration that is to an underwritten public offering advises ISG in writing that, in its opinion, the number of shares of Registrable ISG Common Stock specified requested to be included in such Demand Request offering by ISG, by any other holder of ISG Common Stock who proposes to participate in such offering (plus each an "OTHER HOLDER" and collectively, the "OTHER HOLDERS") and by Holder exceeds the largest number or amount of ISG Common Stock which can be sold without adverse effect on that offering (including the price at which such ISG Common Stock can be sold) the number of shares of Registrable ISG Common Stock specified to be included in any written request for such registration shall be reduced to such extent, and ISG shall include in such registration the number of shares of ISG Common Stock as follows: (i) first, to the extent that the number of Registrable Shares which Holder has requested to be included in such registration is less than the number or amount of ISG Common Stock which ISG has been advised by the book-runner can be sold in such offering without having the adverse effect referred to above as many of the Registrable Shares which Holder proposes to sell for its own account, if any, as can be sold in such offering without having such adverse effect referred to above; provided, however, that, if the Holder's shares are cut back pursuant to this clause (i) to the extent that the aggregate net proceeds from the offer and sale in connection therewith is received from each other Investor receiving less than $20,000,000, then such shall not count as a Demand Registration; (ii) second, all the Demand Registration Notice within 20 days after receipt shares of ISG Common Stock requested to be included in such registration by such other Investor ISG, which in the opinion of such Demand Registration Notice). In additionbook-runner can be sold without adverse effect on the offering; and (iii) third, with to the written consent extent that the number of shares of ISG Common Stock which the Other Holders have requested to be included in such registration is less than the number or amount of ISG Common Stock which ISG has been advised by its book-runner can be sold in such offering without having the adverse effect referred to above, as many of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of ISG Common Stock which the Other Holders propose to sell for their own account, if any, as can be sold in such offering without having such adverse effect referred to above, allocated pro rata among the Other Holders (if the amount is less than all of the shares of ISG Common Stock to be sold by the Company for its own account or for Other Holders) on the account basis of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable ISG Common Stock proposed to be included sold by the Other Holders. (d) Notwithstanding the foregoing provisions of this Section 2, Holder may not request a Demand Registration if (i) a registration statement (other than on Form S-4 or Form S-8 or any similar or successor form thereto) has been filed by ISG with the Commission in such connection with an underwritten primary offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under of securities, unless such registration and may be reduced if and statement has been withdrawn or has been effective for a period of 90 calendar days, or for such longer period during which Holder is eligible to sell or otherwise dispose of Registrable Shares, pursuant to a registration statement that has become effective as contemplated under Section 3 hereof, (ii) an underwritten offering of ISG Common Stock (whether for the extent account of ISG or any other security holders) has been consummated within the preceding 180 days, or (iii) ISG furnishes to Holder a certificate signed by the president or any vice president of the Company stating that, in the good faith opinion judgment of the managing underwriter Company, it would be detrimental to ISG and its stockholders for such Demand Registration to be effected at such time due to the Disadvantageous Condition, in which event ISG shall have the right to defer such filing until the Disadvantageous Condition ceases to exist, but in no event may the Demand Registration be delayed pursuant to clauses (i) - (iii) above more than an aggregate of 270 days. (e) Notwithstanding the foregoing provisions of this Section 2, in the event ISG receives written request for a Demand Registration, ISG may elect by written notice to Holder within twenty (20) days after receipt of such offeringnotice, inclusion to proceed with a registration of ISG Common Stock for ISG's account in lieu of proceeding with the Demand Registration, in which case the provisions of Section 3 (and not this Section 2) will apply and in such event, Holder shall not be deemed to have exercised its Demand Registration. (f) Holder shall be permitted to remove all shares would adversely affect the marketing (including the offering price) or any part of the Registrable Stock Shares held by Holder from any Demand Registration at any time prior to the effective date of the registration statement covering such Registrable Shares; provided, however, if, as a result of the removal of such Registrable Shares, such registration statement is withdrawn by ISG, such Demand Registration shall nonetheless count as Holder's sole Demand Registration and ISG shall be solddeemed to have satisfied its obligations to Holder under this Section 2 notwithstanding such election. (g) ISG shall have the right, andupon giving notice to Holder, to require Holder not to sell any Registrable Shares pursuant to any registration statement for a period not to exceed 90 days (a "BLACK-OUT PERIOD"), if (i) (A) ISG is engaged in good faith discussions or negotiations with respect to, or has proposed or taken a substantial step to commence, or there otherwise is pending, any merger, acquisition, other form of business combination, divestiture, tender offer, financing or other transaction, or there is an event or state of facts relating to ISG, in each case which is material to ISG (as determined in good faith by the Company) (any such negotiation, step, event or state of facts being herein called a "MATERIAL ACTIVITY"), (B) in the good faith judgment of the Company, after consultation with counsel, disclosure of such Material Activity would be necessary under applicable securities laws and (C) disclosure of such Material Activity would, in the case good faith judgment of the Company, be adverse to the interests of ISG; provided, however, that the Black-Out Period will terminate upon public disclosure by ISG of such Material Activity or completion of the transaction, or (ii) ISG, upon advice of counsel, deems it necessary to file a post-effective amendment to any registration statement, or to prepare a supplement to, or otherwise amend, the form of prospectus contained therein. In the event ISG gives such notice, ISG shall extend the effectiveness of the registration statement for a period of time equal to the length of the Black-Out Period. ISG may not impose more than two Black-Out Periods during any 360-day period; provided, that if the Demand Registration has been delayed pursuant to Section 2(d) above, ISG may not impose more than one Black-Out Period in any subsequent 360-day period unless all shares registered pursuant to such Demand Registration have been sold. During any Black-Out Period, Holder agrees not to sell any Registrable Shares under any registration statement. ISG shall promptly provide notice to Holder upon the termination of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentBlack-Out Period.

Demand Registration Rights. Subject (a) Throughout the Effective Period, the Fund may, subject to the conditions and restrictions set forth in this Section 2terms hereof, if request the Company shall at any time from and after the IPO Date be requested by WCAS or Xxxxxxx in writing (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written requesteach, a “Demand Request”), "Demand") to effect a registration with the SEC under and in accordance with the provisions of the Securities Act of all or any portion part of the Registrable Stock then held Securities Beneficially Owned by the InvestorsFund (a "Demand Registration"). The Demand shall specify the aggregate number of shares of Registrable Securities requested to be so registered on behalf of the Fund. Any request received by the Company from the Fund as provided in this Section 2(a) shall be deemed to be a "Demand" for purposes of this Agreement, unless the Company, in accordance with the terms of this Agreement, shall have notified the Fund in writing, prior to its receipt of such request from the Fund, of its intention to register securities with the SEC, in which case the request from the Fund shall be governed by Section 3 hereof, not this Section 2. All Demands to be made by the Fund pursuant to this Section 2(a) and any notifications by the Company pursuant to the preceding sentence must be based upon a good faith intent of the Fund or the Company, as the case may be, to effect the sale of securities pursuant to such registrations as promptly as practicable after the date of the Demand or notification, as the case may be, in accordance with the terms of this Agreement. Within five (5) days of the Company's receipt of a Demand from the Fund, the Company shall promptly notify the Foundation in writing of the Company's receipt of such Demand and of the Foundation's right to join in such Demand (each a "Demand Notification"). The Foundation shall have fifteen (15) days from its receipt of a Demand Notification (the "Joinder Period") to deliver to the Company a written notice of the Foundation's intention to join in such noticeDemand (a "Joinder Notice"). The Joinder Notice shall specify the aggregate number of shares of Registrable Securities requested to be so registered on behalf of the Foundation up to a maximum number of Registrable Securities such that no more than five percent (5%) of the aggregate amount of Registrable Securities requested to be registered by the Fund and the Foundation are Beneficially Owned by the Foundation, unless otherwise agreed to in writing by the Fund. Failure on the part of the Foundation to deliver a “Joinder Notice to the Company within the Joinder Period shall be deemed to be a waiver on the part of the Foundation of its right to join in such Demand. (b) After receipt of a Demand from the Fund, the Company shall prepare and file a Registration Statement for the Registrable Securities so requested to be registered as soon as reasonably practicable and use its reasonable best efforts to cause such Registration Statement to become effective. (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to file a Registration Statement for Registrable Securities pursuant to a Demand: (i) if the Company shall have previously effected a Demand Registration Notice”at any time during the immediately preceding one hundred twenty (120) each day period; (ii) (A) with respect to a Demand made prior to the date which is forty-two (42) months following the date hereof, such 42-month period to be extended by an amount of time equal to the aggregate of all Blackout Periods during such forty-two (42) months, if the Company shall have previously effected two (2) Demand Registrations at any time during the calendar year in which such Demand was received and (B) with respect to a Demand made after such 42-month period, as it may be so extended, if the Company shall have previously effected a Demand Registration at any time during the calendar year in which such a Demand was so received; (iii) if the Company shall have previously effected a registration of Common Stock to be issued and sold by the Company at any time during the immediately preceding ninety (90) day period (other Investor who holds than a registration on Form S-4, Form S-8 or Form S-3 (with respect to dividend reinvestmxxx xxxxx xxx ximilar plans) or any successor forms thereto); (iv) if the number of Registrable Stock Securities identified in the Demand shall have a Current Market Value (determined as of the date of such proposed registration and Demand) of less than Thirty Million Dollars ($30,000,000), unless such Registrable Securities identified in the Demand constitute all remaining Registrable Securities; or (v) during the pendency of any Blackout Period. (d) The Company shall use be permitted to satisfy its commercially reasonable efforts obligations under this Section 2 by amending (to register the extent permitted by applicable law) any Shelf Registration previously filed by the Company under the Securities Act so that such Shelf Registration (each such registration, a “Demand Registration”), for public sale as amended) shall permit the disposition (in accordance with the method intended methods of disposition specified as aforesaid) of all of the Registrable Securities for which a Demand shall have been made. If the Company shall so amend a previously filed Shelf Registration, it shall be deemed to have effected one (1) Demand Registration. Notwithstanding the foregoing, the Company shall have no obligation under this Agreement to file any Shelf Registration. (e) A requested Demand Registration shall not be deemed to count as a Demand Registration described in Section 2(c)(i) or Section 2(c)(ii) hereof if: (i) such registration has not been declared effective by the SEC or does not become effective in accordance with the Securities Act, (ii) after becoming effective, such registration is materially interfered with by any stop order, injunction or similar order or requirement of the SEC or other governmental agency or court for any reason not attributable to the Fund and does not thereafter become effective, (iii) the conditions to closing specified in any underwriting agreement entered into in connection with such Demand RequestRegistration are not satisfied or waived other than by reason of an act or omission on the part of the Fund, or (iv) the Fund shall have withdrawn its Demand or otherwise determined not to pursue such registration, provided that, in the case of this clause (iv), the Fund shall have reimbursed the Company for all of its out-of-pocket expenses incurred in connection with such Demand. (f) The Company shall have the right, but not the obligation, to include any securities to be issued and sold by the Company or sold on behalf of any of the Company's security holders ("Other Rights Holders") in any Registration Statement (including a Shelf Registration referred to in Section 2(d) hereof) filed pursuant to a Demand without the prior consent of the Fund. (g) If the lead managing underwriters of an Underwritten Offering made pursuant to a Demand shall advise the Fund and (if applicable) the Foundation in writing (with a copy to the Company) that marketing or other factors require a limitation on the number of shares of Registrable Common Stock specified which can be sold in such Demand Request offering within a price range acceptable to the Fund, then (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, i) if the Company shall be entitled have elected to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock securities to be issued and sold by the Company for its own account or for sold on behalf of Other Rights Holders in such Registration Statement pursuant to Section 2(f) hereof, then the account Company shall reduce the number of other holders. In securities the event Company shall intend to issue and sell (and, if applicable, the number of securities being sold on behalf of Other Rights Holders) pursuant to such Registration Statement such that the proposed method total number of disposition specified securities being sold by the Initiating Investor each such party shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject equal to the approval of number which can be sold in such offering within a price range acceptable to the Company, not to be unreasonably withheld, conditioned or delayedFund, and (ii) if the Company shall not have elected to include any securities in such Registration Statement pursuant to Section 2(f) hereof or if the reduction referred to in the previous clause (i) shall not be sufficient, then, notwithstanding Section 2(c)(iv) hereof, the Fund and (if applicable) the Foundation shall reduce the number of shares of Registrable Stock Securities requested to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on number that the lead managing underwriter advises can be sold in such offering within such price range, provided that, following basis: such reduction, ninety-five percent (A95%) with respect to any Demand Registration where WCAS is of the Initiating Investor (1) first, all Registrable Stock proposed Securities to be included in the Registration Statement shall be Beneficially Owned by the WCAS Investors Fund and five percent (5%) of such Registrable Securities shall be included Beneficially Owned by the Foundation, unless otherwise agreed to in writing by the Fund and the Foundation. Neither the Fund nor (subject if applicable) the Foundation shall be required to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on reduce the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed Securities requested to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in any such offering based on until the number of such shares of Registrable Stock held securities referred to in the previous clause (i) shall have been reduced to zero (0). A requested Demand reduced pursuant to this Section 2(g) shall count as a Demand Registration described in Section 2(c)(i) or Section 2(c)(ii) hereof, provided that at least $30,000,000 in aggregate gross sale proceeds shall have been received by such other Investors) the Fund and (3if applicable) thirdthe Foundation pursuant to such offering. In the event that a requested Demand Registration so reduced does not result in at least $30,000,000 in aggregate gross sales proceeds being received by the Fund and (if applicable) the Foundation, such requested Demand Registration shall not be deemed to count as a Demand Registration described in Section 2(c)(i) or Section 2(c)(ii) hereof, provided that the extent provided above, Common Stock proposed to be included by Fund and (if applicable) the Foundation shall have reimbursed the Company for all of its out-of-pocket expenses incurred in the account preparation, filing and processing of the Company or other stockholders Registration Statement. (h) Without the prior consent of the Fund, the Company shall be included; not, from and (B) with respect after the date hereof until the expiration of the Effective Period, grant demand registration rights to any Demand Registration where Xxxxxxx is purchaser of the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Company's Common Stock in such offering based on a private placement transaction that are superior to or pari-passu with the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account rights of the Company or other stockholders of Fund and the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentFoundation as set forth in this Agreement.

Demand Registration Rights. Subject to the conditions and restrictions set forth in this Section 2, if the Company If Savvis shall at any time from and after the IPO Date Effective Date, be requested by WCAS WCAS, Reuters, any Other Investor constituting an Eligible Investor or Xxxxxxx (the Investor that makes such request, being holders of at least 25% of the “Initiating Investor”) Covered Warrant Common Shares in a writing that states the number of shares of Registrable Restricted Stock to be sold and the intended method of disposition thereof (each such written request, a “Demand Request”"DEMAND NOTICE"), to effect a registration under the Securities Act of all or any portion of the Registrable Restricted Stock then held by the Investorssuch person, the Company Savvis shall promptly immediately notify in writing (each such notice, a “Demand Registration Notice”"DEMAND FURTHER NOTICE") each other Investor who holds Registrable Stock (other than the requesting Investor) of such proposed registration and shall use its commercially reasonable best efforts to register under the Securities Act (each such registration, a “Demand Registration”"DEMAND REGISTRATION"), for public sale in accordance with the method of disposition specified in such Demand RequestNotice, the number of shares of Registrable Restricted Stock specified in such Demand Request Notice (plus the number of shares of Registrable Restricted Stock specified in any written request requests for registration of shares of Registrable Restricted Stock that is are received from each other Investor receiving Investors (other than the Demand Registration Notice requesting Investors) within 20 30 days after receipt by such other Investor Investors of such a Demand Registration Further Notice). In additionNotwithstanding anything to the contrary contained herein, with the written consent of the Initiating Investor, the Company Savvis shall not be entitled obligated pursuant to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock this paragraph (a) to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, file and cause to become effective (i) more than two Demand Registrations in the managing underwriter shall be selected aggregate requested by WCAS or its Permitted Transferees, two Demand Registrations in the Initiating Investoraggregate requested by Reuters or its Permitted Transferees, subject to the approval two Demand Registrations in aggregate requested by Other Investors constituting Eligible Investors, and one Demand Registration by holders of the Company, not to be unreasonably withheld, conditioned Covered Warrant Common Shares or delayed, and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock with a proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such aggregate offering based on the number price of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other less than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonment$25.0 million.

Demand Registration Rights. Subject to (a) At any time following the conditions date hereof, the holders of Restricted Stock constituting at least twelve and restrictions set forth in this Section 2, if a half percent (12.5%) of the total shares of Restricted Stock then outstanding may request the Company shall at to register under the Securities Act all or any time from and after portion of the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Restricted Stock to held by such requesting holder or holders for sale in the manner specified in such notice, provided that the aggregate offering price, as such amount is determined on the cover page of the registration statement, shall not be sold and less than $2,500,000. Such request shall specify the intended method of disposition thereof by such holder or holders, including whether (each i) the registration requested is for an underwritten offering and (ii) the registration statement covering such written request, Restricted Stock shall be a “Demand Request”), shelf” and provide for the sale by the holder or holders thereof of the Restricted Stock from time to effect time on a registration delayed or continuous basis under Rule 415 under the Securities Act Act. For purposes of this Section 2 and Sections 5, 10(a) and 10(d) hereof, the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which have been issued to or would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time (including assuming the conversion of Series E Preferred Stock into Series D Preferred Stock pursuant to the Series E Certificate of Designation, in all cases without regard to the failure to obtain the Series E Preferred Stock Conversion Approval), provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 2 or any portion Section 3 hereof, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the Registrable shares of Common Stock then held issued upon conversion thereof. In the event that any registration pursuant to this Section 2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may be reduced (pro rata among the holders of Restricted Stock requesting registration pursuant to Section 2(a) and Section 2(b) based upon the number of shares of Restricted Stock beneficially owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the InvestorsCompany therein; provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than requesting holders of Restricted Stock. (b) Following receipt of any notice under this Section 2, the Company shall promptly immediately notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable all holders of Restricted Stock of such proposed registration from whom notice has not been received and shall use its commercially reasonable best efforts to register under the Securities Act (each such registration, a “Demand Registration”)Act, for public sale in accordance with the method of disposition specified in such Demand Requestnotice from requesting holders, the number of shares of Registrable Restricted Stock specified in such Demand Request notice (plus and in all notices received by the Company from other holders within thirty (30) days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Purchasers shall have an unlimited number of demand registrations pursuant to this Section 2, provided, however, that the Company shall not be obligated to effect more than two (2) such registrations in any twelve (12) month period, provided, further, that such obligation shall be deemed satisfied only when a registration statement covering all shares of Registrable Restricted Stock specified in any written request for registration of shares of Registrable Stock that is notices received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registrationas aforesaid, for sale in accordance with the method of disposition specified by the Initiating Investorrequesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) From and after the date hereof, the Company shall use its commercially reasonable efforts to qualify under the provisions of the Securities Act, and thereafter, to continue to qualify at all times, for registration on Form S-3 or any successor thereto. Demand registrations pursuant to this Section 2 shall be on Form S-3 or any similar short-form registration statement, if available. In the event the Company fails to qualify, the Company shall be required to effect demand registrations pursuant to this Section 2 on Form S-1 or any successor thereto to the same extent as the Company would be required to effect demand registrations on Form S-3. (d) The Company may postpone for a period of up to forty-five (45) days the filing of any registration requested pursuant to this Section 2 if the Board of Directors of the Company in good faith determines that such registration would require the public disclosure of any plan, proposal or agreement by the Company with respect to any financing, acquisition, recapitalization, reorganization or other material transaction, the disclosure of which would be materially adverse to the Company, and such determination is evidenced by a board vote included in the minutes of the meetings of the Company’s Board of Directors; provided, however, that the Company may not exercise such right of postponement more frequently than one (1) time in any twelve (12) month period and shall not register any securities for its own account or that of any other stockholder during such forty-five (45) day period (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Restricted Stock for sale to the public). (e) The Company shall be entitled to include in any registration statement referred to in this Section 2, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in that the good faith opinion of the managing underwriter inclusion of such offering, inclusion of all shares would by the Company shall not adversely affect the marketing (including the offering price) of the Registrable Stock to offering), and shall not be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking entitled to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors any persons other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number holders of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentRestricted Stock.

Demand Registration Rights. Subject to the conditions and restrictions set forth in this Section 2, if (a) Any Member or group of Members may request that the Company shall at any time from and after the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written request, a “Demand Request”), to effect a registration of some or all of the Registrable Securities held by such Member(s) (provided that such Registrable Securities represent a Governance Percentage Interest of at least 2% and have an estimated fair market value of at least $50,000,000) on Form S-1 (or any successor form thereto) under the Securities Act in connection with a public offering of all such Registrable Securities, as follows: (i) following the completion of an IPO, on up to five separate occasions, upon the written request of Members with an aggregate Governance Percentage Interest of not less than 9% or any portion (ii) on or after the fifth anniversary of the Emergence Date, upon the written request of Members with an aggregate Governance Percentage Interest of not less than 40%. Each request pursuant to this Section 1.1(a) shall be made in writing, and shall include the identity of the Requesting Member(s) and the approximate number of Registrable Stock then held Securities proposed to be included in the relevant registration. The right of each Requesting Member to have Registrable Securities included in an offering pursuant to this Section 1.1(a) shall be conditioned (if an underwritten offering) upon each Requesting Member entering into (together with the Company) an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Investors, majority vote of the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In additionselling Members, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned) (the “Company Underwriter”). Subject to Section 1.3, the Company shall, at its own expense and as soon as reasonably practicable after such written request, but in any event within (x) 45 days for a registration requested pursuant to clause (i) above and (y) 90 days for a registration requested pursuant to clause (ii) above, as applicable, after the date such request is given by the Requesting Members, (A) file (or confidentially submit) a Registration Statement on Form S-1 (or any successor form thereto) for all Registrable Securities that the Company has been requested to register and (B) include in such offering the Registrable Securities of the other Members (other than the Requesting Members) who have requested in writing to participate in such underwritten offering pursuant to Section 1.2. The Company shall not be required to effect more than two registrations requested pursuant to clause (i) of the first sentence of this Section 1.1(a) in any twelve-month period). A registration shall not count against any of the limitations on the number of shares registrations pursuant to this paragraph until the applicable registration statement has become effective. The Requesting Members making a request for a registration pursuant to this Section 1.1(a) at any time prior to the effective date of the applicable registration statement may request that the registration statement be withdrawn, and the Company will withdraw the applicable registration statement, provided that the Requesting Members shall pay all fees, expenses and other costs of the Company incurred in connection with such request.‌ (b) Following the Company becoming eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a public offering of its Securities, any Member or group of Members that collectively hold Registrable Securities representing a Governance Percentage Interest of at least 5% at the time of the applicable request may request that the Company register, under the Securities Act on Form S-3 (or any successor form then in effect) (an “S-3 Registration”), all or a portion of the Registrable Securities held by such Requesting Members (provided that such Registrable Securities represent a Governance Percentage Interest of at least 2%). If requested by such Requesting Members, such S-3 Registration shall be for an offering on a continuous basis pursuant to Rule 415 under the Securities Act. Each request pursuant to this Section 1.1(b) shall be made in writing, and shall include the identity of the Requesting Member(s), the approximate number of Registrable Stock Securities proposed to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such relevant registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of whether such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock Registration is requested to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following a continuous basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon use its reasonable best efforts to (i) cause such registration pursuant to this Section 1.1(b) to become and remain effective as soon as practicable, but in any Demand Registration upon the event not later than 45 days after it receives a request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonment.therefor and

Demand Registration Rights. Subject (a) Except as otherwise provided in Subsection 1(b), upon written request of one or more of the Shareholders or the duly authorized representative thereof asserting that the sale of Common Stock is necessary in order to provide funds for the conditions payment of federal and/or state taxes imposed by reason of the death of Xxxxxxxxx X. Xxxxx, Union shall, with reasonable promptness, prepare and restrictions set forth in this Section 2, if the Company shall at any time from and after the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in file a writing that states the number of shares of Registrable Stock registration statement on a form to be sold and the intended method of disposition thereof (each such written request, a “Demand Request”), to effect a registration under the Securities Act of all or any portion of the Registrable Stock then held selected by the Investors, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts Union to register under the Securities Act (each such registration, a “Demand Registration”), for sale to the public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Union Common Stock received by such Shareholders in the Merger as shall be specified in such Demand Request request, and shall use its best efforts to cause the same to become effective; provided, however, that Union shall not be obligated to (plus the number of i) effect more than one such registration pursuant to this Agreement, (ii) register fewer than 50,000 nor more than 150,000 shares of Registrable Union Common Stock specified in any written request pursuant to such request, or (iii) effect such registration if none of the Shareholders is then an affiliate of Union or CSBT under Rules 144 or 145 of the Securities and Exchange Commission (the "Commission"). Upon receipt of Shareholders' demand for registration of shares of Registrable Stock that is received from each other Investor receiving pursuant to this Subsection 1(a), Union shall determine in its reasonable business judgment, giving due consideration to the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent potential impact of the Initiating Investorproposed sale upon the trading market in the Union Common Stock, whether the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by pursuant to the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor registration statement shall be sold through an underwritten public offering, (i) through assistance of an investment banking firm, or through a broker-dealer. If the shares are to be sold in an underwritten public offering or with the assistance of an investment banking firm, Union shall be entitled to designate the managing underwriter shall be selected by or investment banking firm, as the Initiating Investorcase may be, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) holders of at least a majority of the total number of shares of Registrable Union Common Stock to be included in such an offering sold pursuant to the registration statement, which approval shall not be unreasonably withheld. (b) Union shall be included entitled to postpone, for a reasonable period of time, the filing of any registration statement otherwise required to be prepared and filed by it pursuant to this Section 1, and may withhold efforts to cause a registration statement to become effective, if Union determines, in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under its reasonable business judgment, that such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares offering would materially interfere with or adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case negotiation or completion of any transaction that is pending or being contemplated by Union (whether or not a final decision has been made to undertake such reductiontransaction) at the time the right to postpone is exercised, shares including, without limitation, any equity or convertible debt financing, merger, consolidation, acquisition, corporate reorganization or any other material transaction or development involving Union and/or any of its subsidiaries. In such event Union (i) shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such promptly give each Shareholder owning shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Union Common Stock proposed to be included by in such registration statement written notice of such determination, and (ii) shall be required to file, and to notify the Company for Shareholders of its willingness to proceed with, such registration statement as soon as practicable after Union shall determine, in its reasonable business judgment, that such registration and offering will not materially interfere with the account aforesaid material transaction or development, but in no event later than 120 days from the date of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentpostponement.

Demand Registration Rights. Subject to the conditions and restrictions set forth in this Section 2, if the Company shall (a) If (x) at any time prior to the earlier of the fifth anniversary of the date hereof or the 180th day following the consummation of the Initial Public Offering (the earlier of such dates, the "DEMAND DATE"), Parent shall receive a written request (a "REQUEST") from and one or more Stockholder(s) holding Shares representing at least a majority of all the then-outstanding shares of Common Stock of Parent or (y) at any time after the IPO Date be requested by WCAS Demand Date, Parent shall receive a Request from one or Xxxxxxx (more Stockholders holding Shares representing over 18% of all the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of then-outstanding shares of Common Stock of Parent, in either case to register Registrable Stock to be sold and Shares owned by such Stockholder(s) totaling at least 5% of the then-outstanding shares of Common Stock, which request shall specify the intended method of disposition thereof thereof, Parent shall promptly give notice of such request to the other Stockholders and thereupon shall (each such written request, a “Demand Request”), to effect i) prepare and file a registration statement under the Securities Act of all or any portion covering (A) the number of the Registrable Shares which are the subject of such request, (B) all unissued shares of Common Stock then held which Parent has elected to register for itself and (C) all other Registrable Shares which the Stockholders shall have requested Parent to register pursuant to Section 5.2 and (ii) use its commercially reasonable efforts to cause such registration statement to become effective. The managing underwriter of an offering pursuant to this subparagraph (a) shall be selected by the InvestorsStockholders initiating the Request (the "INITIATING STOCKHOLDERS"). (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected for purposes of Section 5.1(d): (i) if it has become effective and remains effective in compliance with the provisions of the Securities Act but less than 50% of all Registrable Shares listed in the Request to be included in such registration statement have been disposed of in accordance with the intended methods of disposition thereof set forth in such registration statement (other than primarily as a result of acts or omissions of the Initiating Stockholders or any authorized agent thereof); (ii) if, before the registration statement has been declared effective by the Commission, such registration statement has theretofore been filed with the Commission, and is withdrawn at the request of the Initiating Stockholder(s), and the Initiating Stockholder(s) elect to bear their own expenses and reimburse Parent for all out-of-pocket expenses incurred by it attributable to the attempted registration of such Registrable Shares; or (iii) if, after it has become effective, the Company offering of the Registrable Shares pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other Governmental Body (for any reason not attributable to Parent or any of its Affiliates). If a registration statement filed by Parent at the request of the Initiating Stockholder(s) pursuant to this Section 5.1 is withdrawn at the initiative of Parent, then the Initiating Stockholder(s) shall promptly notify not be deemed to have exercised a right to require Parent to register Registrable Shares pursuant to this Section 5.1. (c) If a demand registration pursuant to this Section 5.1 involves an underwritten offering and the managing underwriter advises Parent in writing that, in its opinion, the number of securities requested to be included in such registration (each including securities of Parent which are not Registrable Shares) exceeds the maximum number of securities which can be sold in such noticeoffering without having an adverse effect on the offering of securities (including the price at which such securities could be offered), a “Demand Registration Notice”Parent will include in such registration shares of Common Stock as follows: (i) each first, the number of Registrable Shares requested to be registered by the Initiating Stockholder(s), pro rata in accordance with the number of shares so requested to be registered; (ii) second, the number of Registrable Shares requested to be registered by Stockholders other Investor who holds Registrable than the Initiating Stockholder(s), and any other holders of Capital Stock having equivalent rights under similar agreements, pro rata in accordance with the number of such shares so requested to be registered; and (iii) third, the number of shares proposed to be sold by Parent. (d) Subject to subparagraph (b) of this Section 5.1, the obligation of Parent under this Section 5.1 shall be limited to four registration statements for any Initiating Stockholder and its Affiliates. Subject to the election of the Initiating Stockholder to pay certain expenses pursuant to Section 5.1(b), Parent shall pay the expenses described in Section 5.4 in connection with any registration statement filed pursuant to this Section 5.1. (e) Initiating Stockholders shall be permitted to request that any registration under this Section 5.1 be made under Rule 415 under the Securities Act (the "SHELF REGISTRATION"). Parent shall use its commercially reasonable efforts to register under keep the Shelf Registration continuously effective for two years or until such date on which there are no Registrable Securities covered by such registration. During the period during which the Shelf Registration is effective, Parent shall supplement or make amendments to the Shelf Registration, if required by the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified or if reasonably requested by the Initiating InvestorStockholders or an underwriter of Registrable Securities, shares including to reflect any specific plan of Common Stock distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing. (f) Notwithstanding the foregoing provisions of this Section 5.1, if the managing underwriter, the Commission, the Securities Act or the form on which the registration statement is to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) filed with respect to any Demand Registration where WCAS is a requested registration would require the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number conduct of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors an audit other than the WCAS Investors seeking regular audit conducted by Parent at the end of its fiscal year, the filing of the registration statement requested pursuant to include Registrable Stock in such offering based on this Section may be delayed until the number completion of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentregular audit.

Demand Registration Rights. (a) Subject to the conditions of this Section 3, if at any time following the 180th day after the date of this Agreement, the Company receives a written request from the Holders of fifty percent (50%) or more of the Registrable Securities then outstanding (for purposes of this Section 3, the “Initiating Holders”, and restrictions such request the “Demand”) that the Company file a registration statement under the Act covering the registration of Registrable Securities, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3, use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 3(a). Notwithstanding the foregoing, the Holders shall not have the rights set forth in Section 3 if all of the Warrant Shares subject to Warrants outstanding on the date of this Agreement could have been included in a registration described in Section 2 above. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 23, and the Company shall include such information in the written notice referred to in Section 3. In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall at any time from so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and after the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written request, a “Demand Request”), to effect a registration under the Securities Act of all or any portion of the Registrable Stock then held by the Investors, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock to may be included in such an offering the underwriting shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and allocated to the extent that, in the good faith opinion of the managing underwriter Holders of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to Securities pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock Securities held by all such Holders (including the WCAS InvestorsInitiating Holders), (2) second, . In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Stock proposed to be included by the Investors other than WCAS Investors Securities excluded or withdrawn from such underwriting shall be included withdrawn from the registration. (subject to pro rata reduction among such Investors other than c) Notwithstanding the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) thirdforegoing, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall not be includedrequired to effect a registration pursuant to this Section 3: (A) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; and or (B) with respect to any Demand Registration where Xxxxxxx is after the Initiating Investor Company has effected one (1) firstregistration pursuant to this Section 3, all Registrable Stock proposed and such registration has been declared or ordered effective; or (C) during the period starting with the date sixty (60) days prior to be included by the Xxxxxxx Investors shall be included Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided Section 2 above, Common Stock proposed to be included by provided that the Company for the account of the Company or other stockholders of is actively employing in good faith efforts to cause such registration statement to become effective; or (D) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 3 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be included. The seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall abandon any Demand Registration upon have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Investor and neither Holders, provided that such right shall be exercised by the Company nor not more than once in any twelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such Initiating Investor one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (d) If the Registration Statement has not been declared effective within one hundred twenty (120) days of the Demand (the “Required Effective Date”) other than by reason of the operation of Section 3(c), then the Company will make a payment to each Holder for such delay (each a “Late Registration Payment”). Each Late Registration Payment will be equal to 1% of the Warrant exercise price multiplied by the number of then-outstanding and unexercised Warrants held by the Holder for each 30-day period past the Required Effective Date that the Registration Statement has been declared effective. In no event shall have payments pursuant to this Section 3(d) exceed 10% in the aggregate. The Late Registration Payments will be prorated on a daily basis during the 30-business day period and will be paid to the Holders in the form of cash or shares of Common Stock, at the Company’s option, within ten (10) business days following the end of each 30-business day period as to which payment is due hereunder. The Holders may make a claim for additional damages as a remedy for the Company’s failure to comply with the timelines set forth in this Section, but acknowledgement of such right in this Agreement shall not constitute an admission by the Company that any liability such damages exist or may exist. Nothing contained in the preceding sentence shall be read to limit the ability of the Holders to seek specific performance of this Agreement. Notwithstanding the foregoing, each Holder hereby intentionally and unconditionally subordinates the Late Registration Payments to all of the Company’s previously issued 6% Senior Secured Notes Due July 29, 2007 (the “July 2007 Notes”), the 7% Senior Secured Convertible Notes Due August 2007 (the “August 2007 Notes”), and any Investor with respect other notes that may be issued by the Company after the date hereof in exchange for or in satisfaction of any July 2007 Notes or August 2007 Notes (collectively referred to as the “Senior Notes”). The Holder further acknowledges and agrees that its right to payment under the Late Registration Payments is hereby subordinated to the Senior Notes in all respects and the right to payment of the holders of the Senior Notes. Until the Senior Notes are satisfied in full through payment or conversion, the Company may not and will not make any payments of Late Registration Payments hereunder, and the Holder hereby agrees not to collect, accept or receive any such abandonmentpayments (whether in cash or otherwise) from the Company, or otherwise take any actions to collect any such payments, prior to the date that all obligations of Company under the Senior Notes are satisfied in full. The Company’s inability to pay the Late Registration Payments as a result of the preceding three sentences shall not constitute a breach of this Agreement or a default under the Notes.

Demand Registration Rights. Subject to the conditions and restrictions set forth in this Section 2, if the Company shall (a) If at any time from and after the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such request“Demand Date”), being the Parent shall receive a written request (a “Initiating InvestorRequest”) in a writing that states from one or more Stockholder(s) to register Registrable Shares owned by such Stockholder(s) totaling at least 5% of the number of then-outstanding shares of Registrable Stock to be sold and Common Stock, which request shall specify the intended method of disposition thereof thereof, Parent shall promptly give notice of such request to the other Stockholders and thereupon shall (each such written request, a “Demand Request”), to effect i) prepare and file a registration statement under the Securities Act of all or any portion covering (A) the number of the Registrable Shares which are the subject of such request, (B) all unissued shares of Common Stock then held which Parent has elected to register for itself and (C) all other Registrable Shares which the Stockholders shall have requested Parent to register pursuant to Section 2.2 and (ii) use its commercially reasonable efforts to cause such registration statement to become effective. The managing underwriter of an offering pursuant to this subparagraph (a) shall be selected by the InvestorsStockholders initiating the Request (the “Initiating Stockholders”) and shall be reasonably acceptable to Parent. (b) A registration requested pursuant to this Section 2.1 shall not be deemed to have been effected for purposes of Section 2.1(d): (i) if it has become effective and remains effective in compliance with the provisions of the Securities Act but less than 50% of all Registrable Shares listed in the Request to be included in such registration statement have been disposed of in accordance with the intended methods of disposition thereof set forth in such registration statement (other than primarily as a result of acts or omissions of the Initiating Stockholders or any authorized agent thereof); (ii) if, before the registration statement has been declared effective by the Commission, such registration statement has theretofore been filed with the Commission, and is withdrawn at the request of the Initiating Stockholder(s), and the Initiating Stockholder(s) elect to bear their own expenses and reimburse Parent for all out-of-pocket expenses incurred by it attributable to the attempted registration of such Registrable Shares; or (iii) if, after it has become effective, the Company offering of the Registrable Shares pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other Governmental Body (for any reason not attributable to Parent or any of its Affiliates). If a registration statement filed by Parent at the request of the Initiating Stockholder(s) pursuant to this Section 2.1 is withdrawn at the initiative of Parent, then the Initiating Stockholder(s) shall promptly notify not be deemed to have exercised a right to require Parent to register Registrable Shares pursuant to this Section 2.1. (c) If a demand registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises Parent in writing that, in its opinion, the number of securities requested to be included in such registration (each including securities of Parent which are not Registrable Shares) exceeds the maximum number of securities which can be sold in such noticeoffering without having an adverse effect on the offering of securities (including the price at which such securities could be offered) (the “Maximum Number”), a Parent will include in such registration shares of Common Stock as follows: (i) first, the number of Registrable Shares requested to be registered by the Initiating Stockholder(s) pursuant to this Section 2.1 and the number of Registrable Shares requested to be registered by any other Stockholder(s) pursuant to Section 2.2, provided that if such amounts exceed the Maximum Number, such Registrable Shares shall be allocated amongst the Initiating Stockholder(s) and such other Stockholder(s) in proportion to their respective holdings of Shares at such time (up to the maximum amount requested by each); (ii) second, the number of shares requested to be registered by any other holders of capital stock of Parent having equivalent rights under similar agreements, pro rata in accordance with the number of shares so requested to be registered; and (iii) third, the number of shares proposed to be sold by Parent. (d) Subject to subparagraph (b) of this Section 2.1, the obligation of Parent under this Section 2.1 shall be limited to five registration statements for any Initiating Stockholder and its Affiliates. Subject to the election of the Initiating Stockholder to pay certain expenses pursuant to Section 2.1(b), Parent shall pay the expenses described in Section 2.4 in connection with any registration statement filed pursuant to this Section 2.1. (e) Initiating Stockholders shall be permitted to request that any registration under this Section 2.1 be made under Rule 415 under the Securities Act (the “Demand Registration NoticeShelf Registration”) each other Investor who holds Registrable Stock of such proposed registration and ). Parent shall use its commercially reasonable efforts to register under keep the Shelf Registration continuously effective for two years or until such date on which there are no Registrable Securities covered by such registration. During the period during which the Shelf Registration is effective, Parent shall supplement or make amendments to the Shelf Registration, if required by the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified or if reasonably requested by the Initiating InvestorStockholders or an underwriter of Registrable Securities, shares including to reflect any specific plan of Common Stock distribution or method of sale, and shall use its reasonable best efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing. (f) Notwithstanding the foregoing provisions of this Section 2.1, if the managing underwriter, the Commission, the Securities Act or the form on which the registration statement is to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) filed with respect to any Demand Registration where WCAS is a requested registration would require the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number conduct of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors an audit other than the WCAS Investors seeking regular audit conducted by Parent at the end of its fiscal year, the filing of the registration statement requested pursuant to include Registrable Stock in such offering based on this Section may be delayed until the number completion of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentregular audit.

Demand Registration Rights. Subject to (a) Following the conditions and restrictions set forth in this Section 2IPO, if the Company shall Stratum may, at any time and from and after the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such requesttime to time, being the “Initiating Investor”) in make a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written request, a “Demand Request”), to effect a request for registration under the Securities Act of all or any portion part of the Registrable Stock then held by Option Shares (a "Demand Registration"). Such request will specify the Investors, number of Option Shares proposed to be sold and will also specify the Company shall promptly notify in writing (each such notice, intended method of disposition thereof. A registration will not count as a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register until it has become effective under the Securities Act and, if applicable, the Securities Exchange Act of 1934, as amended (each such registrationthe "Exchange Act"). (b) Notwithstanding the provisions of Section 8(a) above: (i) Araxas shall not be obligated to effect more than one Demand Registration pursuant to Section 8(a); (ii) Araxas may postpone any Demand Registration for up to three months to complete any merger, consolidation, transfer or other similar transaction that is in process at the time a “request for Demand Registration is made pursuant to Section 8(a); (iii) Notwithstanding the provisions of Section 11 below, Araxas shall not be obligated to pay any expenses associated with any Demand Registration other than the initial Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request ; (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the iv) Araxas shall not be obligated to effect a Demand Registration Notice within 20 days after receipt by such other Investor of if at the time such Demand Registration Notice). In addition, with is requested the written consent Araxas Common Stock is not registered under Section 12 of the Initiating Investor, the Company shall be entitled Exchange Act unless Araxas is otherwise obligated to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval file reports under Section 15 of the Company, Exchange Act; and (v) Araxas shall not be obligated to be unreasonably withheld, conditioned or delayed, and (ii) effect a Demand Registration unless Stratum shall have exercised the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) Option with respect to any the Option Shares to be registered on or before the effective date of such registration. (c) If Stratum so elects, the offering of the Option Shares pursuant to such Demand Registration where WCAS is shall be in the Initiating Investor (1) first, all Registrable Stock proposed form of an underwritten offering. Stratum shall select the book-running and other managing underwriters in connection with such offering and any additional investment bankers and managers to be included by used in connection with the WCAS Investors offering. Such book running and other managing underwriters shall be included (subject reasonably satisfactory to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentAraxas.

Demand Registration Rights. Subject to the conditions and restrictions set forth in this Section 2, if the Company shall at (a) At any time from and after the IPO Date be requested by WCAS or Xxxxxxx (the Investor may, provided that makes the Investor, together with its Affiliates, continues to hold at least 20% of the issued and outstanding Common Shares (including, without limitation, all Common Shares issuable upon the conversion of the Notes) on a Fully Diluted Basis, require the Corporation to file a Prospectus and take such request, being the “Initiating Investor”) other steps as may be necessary to facilitate a Distribution in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written request, a “Demand Request”), to effect a registration under the Securities Act Canada of all or any portion of the Registrable Stock then Securities held by the Investors, Investor (the Company “Demand Registration”). Any such request shall promptly notify be made by a notice in writing (each such notice, a “Demand Registration NoticeRequest”) each other Investor who holds Registrable Stock of such proposed registration to the Corporation and shall specify the number and the class or classes of Registrable Securities to be sold (the “Designated Registrable Securities”) by the Investor, the intended method of disposition, whether such offer and sale shall be made by an underwritten public offering and the jurisdiction(s) in which the filing is to be effected. The Corporation shall, subject to applicable Canadian Securities Laws, use its commercially reasonable efforts to register under file one or more Prospectuses in compliance with applicable Canadian Securities Laws, in order to permit the Distribution in Canada of all of the Designated Registrable Securities Act of the Investor specified in a Request. The Parties shall cooperate in a timely manner in connection with such Distribution and the procedures in Schedule B shall apply. (each such registrationb) The Corporation shall not be obliged to effect: (i) more than two Demand Registrations in any fiscal year of the Corporation provided that for purposes of this Section 5.1, a “Demand Registration shall not be considered as having been effected until a Receipt has been issued by the Canadian Securities Authorities for the Prospectus pursuant to which the Designated Registrable Securities are to be sold. Notwithstanding anything to the contrary contained herein, a Demand Registration shall not be deemed to have been effected (and such Demand Registration shall not count as a Demand Registration”), for public sale in accordance with ) unless the method Investor shall have sold at least 75% of disposition specified the Designated Registrable Securities sought to be included in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request Registration; (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the ii) a Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified Corporation has received a prior request for a demand registration from another Shareholder that has not been rejected by the Initiating Corporation and which offering has not yet closed, provided that this Section 5.1(b)(ii) may only be relied on by the Corporation for a period of 90 days after receipt of the prior demand registration; (iii) a Demand Registration in the event the Corporation determines in its good faith judgment, after consultation with the Investor shall and its financial advisors, that (i) either (A) the effect of the filing of a Prospectus would have a material adverse effect on the Corporation because such action would materially interfere with a material acquisition, corporation reorganization or similar material transaction involving the Corporation; or (B) there exists at the time material non-public information relating to the Corporation the disclosure of which would be materially adverse to the Corporation, and (ii) that it is therefore in the best interests of the Corporation to defer the filing of a Prospectus at such time, in which case the Corporation’s obligations under this Section 5.1 will be deferred for a period of not more than ninety (90) days from the date of receipt of the Request of the Investor; or (iv) an underwritten Demand Registration in respect of a number of Registrable Securities that is expected to result in gross sale proceeds of less than US$10 million. (c) In the case of an underwritten public offering of Registrable Securities initiated pursuant to this Section 5.1, the Investor shall have the right to select the managing underwriter(s) or managing agent(s) and the counsel retained which will perform such offering, (i) provided, however, that the managing underwriter shall Investor’s selection will be selected by the Initiating Investor, subject to the approval of the CompanyCorporation, such approval not to be unreasonably withheld, conditioned unreasonable withheld or delayed. (d) If at any time the Investor requests a Demand Registration, the Corporation shall have the right, within forty-eight (48) hours (except in the case of a “bought deal” in which case the Corporation shall have only twenty-four (24) hours) of receipt of such request, to notify the Investor of its intention to register for distribution to the public under such Prospectus an offering of Common Shares from treasury. The Investor shall use all commercially reasonable efforts to include in the proposed distribution such number of Common Shares as the Corporation shall request, upon the same terms (including the method of distribution) as such Demand Registration; provided that the Investor shall not be required to include any such Common Shares in any such Demand Registration if the Investor is advised by its lead underwriter or lead agent for the offering that in their good faith opinion the inclusion of such securities may materially and (ii) adversely affect the price or success of the offering or otherwise limit the number of shares of Registrable Stock able to be included sold by the Investor in such an offering shall be included in connection with such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion and/or securities of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) Corporation owned by a Shareholder with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentpiggyback registration rights.

Demand Registration Rights. Subject The Company covenants and agrees with the Stockholders (and any person or entity to whom they have made a permitted transfer of Registrable Securities (a "Transferee"), collectively, the conditions and restrictions set forth in this Section 2, "Holders") that after receipt of a written request (a "Demand Request") from Holders representing not less than 50% of the Registrable Securities not previously registered but only if the Company shall at any time from and after the IPO Date be requested by WCAS such Registrable Securities consist of Notes or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Common Stock having a combined value equal to be sold at least $750,000 in aggregate principal amount of Notes, where each share of Common Stock is valued at $7.50 in principal amount of Notes, that such Holders desire and the intended method of disposition thereof (each such written request, a “Demand Request”), intend to effect a registration under the Securities Act of transfer all or any a portion of the Registrable Stock then Securities held by the Investors, the Company shall promptly notify in writing (each them under such notice, circumstances that a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, within the meaning of the 1933 Act will be involved (i) which Demand Request shall specify the managing underwriter Registrable Securities so requested to be registered, the proposed amounts thereof (including whether or not the proposed offering is to be underwritten, in which case the Demand Request shall specify the identity of the proposed underwriter, which shall be selected by the Initiating Investor, subject to the approval of the Company, which approval shall not to be unreasonably withhelddenied)), conditioned the Company shall promptly (but in any event within five (5) days) give written notice (the "Registration Notice") of such requested registration to all Holders, and thereupon the Company shall, as expeditiously as possible (but in any event within forty-five (45) days after receipt of the Demand Request by the Company) file a registration statement (which may be pursuant to Rule 415 under the 1933 Act if so requested in the Demand Request) and use its best efforts to cause such registration statement to become effective under the 1933 Act with respect to the offering and sale or delayedother disposition of (i) the Registrable Securities set forth in the Demand Request, for disposition in accordance with the intended method or methods of disposition stated in the Demand Request, and (ii) all other Registrable Securities which the number Holders thereof shall have requested in writing that the Company register (which written request shall specify such Registrable Securities and the proposed amounts thereof) within twenty-five (25) days after receipt of shares the Registration Notice. The Stockholders shall, within ten days of making a transfer of Registrable Stock Securities to be included a Transferee, notify the Company in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion writing of the managing underwriter identity of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be includedTransferee. The Company shall abandon be required (i) to maintain the effectiveness of any such registration statement until the earlier to occur of 270 days after the effective date of such registration statement or consummation of the distribution by the Holders of the securities covered by such registration statement (but in any event, at least until the expiration of the 90-day period referred to in Section 4(3) of the 1933 Act and Rule 174 thereunder, if applicable) (the "Termination Date"), provided, however, that if at the Termination Date the Registrable Securities are covered by a registration statement which also covers other securities and which is required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to Registrable Securities for so long as it (or any substitute registration statement) remains or is required to remain in effect for any of such other securities, (ii) to comply with a Demand Request for registration only if made prior to the date five (5) years from the date hereof, and (iii) to comply with only one Demand Request for registration pursuant to this Section 6.2. A registration will not count as a Demand Request until the registration statement relating thereto has become effective and remained effective as set forth in the preceding sentence. In any registration initiated under this Section 6.2, if the Company complies with each requirement of the 1933 Act or the Commission (as hereafter defined) within its power or ability to comply with, the Holders of the Registrable Securities to be registered pursuant to such Registration Statement shall pay (pro rata based on the value of the Registrable Securities held by such Holder being registered thereon) all Registration Expenses (as defined in Section 6.5 hereof) in connection therewith, whether or not it becomes effective. The Company shall not register any securities other than Registrable Securities pursuant to any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentRequest.

Demand Registration Rights. Subject to (a) At any time following the conditions and restrictions set forth in this Section 2date hereof, if the holders of Restricted Stock constituting at least twenty percent (20%) of the total shares of Restricted Stock then outstanding may request the Company shall at to register under the Securities Act all or any time from and after portion of the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Restricted Stock to held by such requesting holder or holders for sale in the manner specified in such notice, provided that the aggregate offering price, as such amount is determined on the cover page of the registration statement, shall not be sold and less than $2,500,000. Such request shall specify the intended method of disposition thereof by such holder or holders, including whether (each i) the registration requested is for an underwritten offering and (ii) the registration statement covering such written request, Restricted Stock shall be a “Demand Request”), shelf” and provide for the sale by the holder or holders thereof of the Restricted Stock from time to effect time on a registration delayed or continuous basis under Rule 415 under the Securities Act Act. For purposes of this Section 2 and Sections 5, 11(a) and 11(d), the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which have been issued to or would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Section 2 or any portion Section 3, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the Registrable shares of Common Stock then held issued upon conversion thereof. In the event that any registration pursuant to this Section 2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock beneficially owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the InvestorsCompany therein; provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in such underwriting for the account of any person other than requesting holders of Restricted Stock. (b) Following receipt of any notice under this Section 2, the Company shall promptly immediately notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable all holders of Restricted Stock of such proposed registration from whom notice has not been received and shall use its commercially reasonable best efforts to register under the Securities Act (each such registration, a “Demand Registration”)Act, for public sale in accordance with the method of disposition specified in such Demand Requestnotice from requesting holders, the number of shares of Registrable Restricted Stock specified in such Demand Request notice (plus and in all notices received by the Company from other holders within 30 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a majority of the shares of Restricted Stock to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Purchasers shall have an unlimited number of demand registrations pursuant to this Section 2, provided, however, that the Company shall not be obligated to effect more than two such registrations in any twelve month period, provided, further, that such obligation shall be deemed satisfied only when a registration statement covering all shares of Registrable Restricted Stock specified in any written request for registration of shares of Registrable Stock that is notices received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registrationas aforesaid, for sale in accordance with the method of disposition specified by the Initiating Investorrequesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) From and after the date hereof, the Company shall use its commercially reasonable efforts to qualify under the provisions of the Securities Act, and thereafter, to continue to qualify at all times, for registration on Form S-3 or any successor thereto. Demand registrations pursuant to this Section 2 shall be on Form S-3 or any similar short-form registration statement, if available. In the event the Company fails to qualify, the Company shall be required to effect demand registrations pursuant to this Section 2 on Form S-1 or any successor thereto to the same extent as the Company would be required to effect demand registrations on Form S-3. (d) The Company may postpone for a period of up to 45 days the filing of any registration requested pursuant to this Section 2 if the Board of Directors of the Company in good faith determines that such registration would require the public disclosure of any plan, proposal or agreement by the Company with respect to any financing, acquisition, recapitalization, reorganization or other material transaction, the disclosure of which would be materially adverse to the Company, and such determination is evidenced by a board vote included in the minutes of the meetings of the Company’s Board of Directors; provided, however, that the Company may not exercise such right of postponement more frequently than one time in any 12 month period and shall not register any securities for its own account or that of any other stockholder during such 45 day period (except with respect to registration statements on Forms S-0, X-0 or another form not available for registering the Restricted Stock for sale to the public). (e) The Company shall be entitled to include in any registration statement referred to in this Section 2, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in that the good faith opinion of the managing underwriter inclusion of such offering, inclusion of all shares would by the Company shall not adversely affect the marketing (including the offering price) of the Registrable Stock to offering), and shall not be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking entitled to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors any persons other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number holders of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentRestricted Stock.

Demand Registration Rights. Subject to the conditions and restrictions set forth in this Section 2, if the Company shall Seller understands that at any time from and after eighteen months following the IPO Date be requested by WCAS or Xxxxxxx Closing Date, subject to the provisions of Section 9, upon the delivery to Buyer of a written request of the holders ("Holders") of the Investor Minimum Registration Amount (as hereafter defined) of the Registrable Securities (as hereafter defined) outstanding, requesting that makes such request, being Buyer effect the “Initiating Investor”) in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written request, a “Demand Request”), to effect a registration under the Securities Act of 1933, as amended (the "Act") (a "Demand Registration"), and requesting a firm commitment underwriting as a means for the disposition thereof, Buyer will promptly give written notice of such requested registration to all or any portion other Holders of the Registrable Stock then held by the InvestorsSecurities, and Buyer thereupon will use its best efforts to effect, as expeditiously as possible, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the intended method of disposition specified in the notice from the initial requesting Holder) of the Registrable Securities which Buyer has been so requested to register, all to the extent necessary to permit the disposition of the Registrable Securities so to be registered; provided, however that Buyer shall not be required to register such Demand RequestRegistrable Securities if, in the number reasonable opinion of the Board of Directors of Buyer, it would not be in the best interests of Buyer to register such Registrable Securities. "Minimum Registration Amount" means 2,000,000 shares of common stock of Buyer ("Common Stock") before any stock splits, reverse stock splits or other recapitalizations which may occur after the date hereof. "Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, Securities" means (i) any shares of Buyer's Stock issuable under the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayedAsset Purchase Agreement, and (ii) the number of shares of Registrable any other Common Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) issuable with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed referred to be included in clause (i) by the Company for the account way of the Company a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentreorganization.

Demand Registration Rights. (a) Subject to the conditions and restrictions limitations set forth in this Section 22.01, if the Company shall at any time receives a written request from and after the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such request, being specifying the “Initiating Investor”) in a writing that states the approximate number of shares of Registrable Stock Securities requested to be sold registered and the intended method of disposition thereof (each anticipated per share price range for such written requestoffering, a “Demand Request”), to effect requesting the Company file a registration statement under the Securities Act covering the registration of all or a portion of Registrable Securities then outstanding with an aggregate public offering price of at least US$2,000,000, then the Company shall, as soon as practicable, and in any event within 90 days of receipt of such request, file such registration and permit or facilitate the sale and distribution of all or such portion of the Registrable Stock then held by the Investors, the Securities as are specified in such request. All registrations requested pursuant to this Section 2.01 are referred to herein as “Demand Registrations.” (b) The Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under cause such registration statement to be declared effective by the SEC as soon as practicable. (c) If the Investor intends to distribute the Registrable Securities Act (each such registrationcovered by its request by means of an underwriting, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, it shall so advise the Company shall be entitled as a part of its request made pursuant to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holdersthis Section 2.01. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing The underwriter shall be selected by the Initiating Investor, subject Investor and shall be reasonably acceptable to the approval Company. In such event, the right of the Investor to include securities in such registration pursuant to Section 2.01(a) shall be conditioned upon the Investor’s participation in such underwriting and the inclusion of its Registrable Securities in the underwriting to the extent provided herein and the Investor (together with the Company, not to be unreasonably withheld, conditioned or delayed, ) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting by the Investor. (d) If a Demand Registration is an underwritten offering and (ii) the managing underwriters advise the Company in writing that in their opinion the number of shares of Registrable Stock Securities requested to be included in such an offering exceeds the number of Registrable Securities which can be sold therein without adversely affecting the marketability of the offering and within a price range acceptable to the Investor, the Company shall include in such registration the number of Registrable Securities requested to be included which in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering. Any Registrable Securities excluded or withdrawn from such underwriting shall be included withdrawn from the registration. (e) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.01 demanded by the Investor: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such offering jurisdiction and except as may be required by the Securities Act; (ii) after the Company has effected three (3) registrations pursuant to this Section 2.01 demanded by the Investor, and such registrations have been declared or ordered effective; (iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the same terms and conditions as effective date of, a Company-initiated registration, provided that the shares otherwise being sold through underwriters under Company is actively employing in good faith commercially reasonable efforts to cause such registration and statement to become effective; (iv) if the Investor proposes to dispose of Registrable Securities that may be reduced registered as soon as practicable on Form F-3 pursuant to Section 2.03 hereof; or (v) if and the Company shall furnish to the extent that, Investor a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith opinion judgment of the managing underwriter Board of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) Directors of the Registrable Stock Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be sold, andfiled at such time, in which event the case of any such reduction, shares Company shall be included in such offering have the right to the extent so permissible on the following basis: (A) defer taking action with respect to any Demand Registration where WCAS is such filing for a period of not more than ninety (90) days after receipt of the Initiating Investor (1) firstrequest of the Investor; provided, all Registrable Stock proposed however, that such right to be included by the WCAS Investors delay a request shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included exercised by the Company not more than once in any twelve (12) month period in relation to the Investor; provided, further, that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (90) day period, other than a registration relating to (i) the sale of securities to officers, directors and employees of, or consultants to, any Group Company pursuant to share grants, option plans, purchase plans or other stockholders employee share incentive programs or arrangements, (ii) a reclassification of securities, corporate reorganization or other transaction under Rule 145 of the Company shall Securities Act (or such applicable securities laws in the relevant jurisdiction), (iii) a registration on any form that does not include substantially the same information as would be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed required to be included by in a registration statement covering the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account sale of the Company Registrable Securities, or other stockholders (iv) a registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentdebt securities that are also being registered (an “Exempt Registration”).

Demand Registration Rights. Subject to the conditions and restrictions set forth in this Section 2, if (a) If the Company shall receive at any time from and after the IPO Date be requested by WCAS or Xxxxxxx Closing as specified in Section 8.1 of the Combination Agreement a written request from the Holders (the Investor that makes such request, being "Initiating Holders") of Shares requesting the “Initiating Investor”) registration of Registrable Securities with a value in excess of $10,000,000 in a writing that states firm underwriting by one or more designated underwriters of national reputation, then the number Company shall, within 10 days of shares the receipt thereof, give written notice of Registrable Stock such request to be sold all Holders and shall, subject to the intended method limitations of disposition thereof (each such written request, a “Demand Request”Section 1.3(b), to effect a as soon as practicable the registration under the Securities Act of all or any portion Registrable Securities that the Holders request to be registered within 60 days of the Registrable Stock then held mailing of such notice by the Investors, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method notice provisions of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request Section 2.3 hereof. (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor b) The selection of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company managing or principal underwriter(s) shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, such approval not to be unreasonably withheld. The Company shall include information regarding the identity of the managing or principal underwriter and the proposed terms of the underwriting in the written notice to all Holders referred to in Section 1.3(a). The right of any Holder to include the Holder's Registrable Securities in such underwritten registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders and reasonably acceptable to the Company. (c) Notwithstanding any other provision of this Section 1.3, conditioned or delayed, and (ii) if the underwriter advises the Company in writing that marketing factors require a limitation of the number of shares or other securities to be underwritten, then the Company shall furnish all Holders of Registrable Stock Securities, which would otherwise be underwritten pursuant hereto, with a written statement of the managing or principal underwriter as to the Maximum Includable Securities, and the number of Registrable Securities that may be included in such an offering the underwriting shall be allocated among all Holders requesting registration on a pro rata basis, with the number of Registrable Securities of each Holder thereof included in the registration to be that number determined by multiplying the total number of Registrable Securities included in the Maximum Includable Securities by a fraction, the numerator of which will be the total number of Registrable Securities that such offering Holder owns, and the denominator of which will be the total number of Registrable Securities owned by all Holders that have requested inclusion of Registrable Securities in the registration. Any reduction of more than 50% of the Registrable Securities sought to be registered will not be considered a registration under this Section 1.3 for the purposes of Section 1.3(d). (d) The Company shall be obligated to effect only one such registration pursuant to this Section 1.3. (e) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.3 a certificate signed by the President of the Company stating that a Blackout Period is in effect, the Company shall have the right to defer such filing during the term of such Blackout Period; provided, however, that a Blackout Period or Periods shall not be in effect for more than four months during any 12-month period. 3 (f) If the Holders give written notice requesting registration of their Registrable Securities pursuant to this Section 1.3, and if the Company at that time is not eligible to register its securities on Form S-3, the same Company shall prepare and file a registration statement on Form S-1 or S-2 (or other appropriate form for the general registration of securities) as may be appropriate in accordance with the terms and conditions as set forth in this Section 1.3. (g) The Company may propose to include Additional Shares of Common Stock or other securities to be sold by the shares otherwise being sold through underwriters under such Company and/or by other holders of Common Stock or other securities in any registration and may statement to be reduced filed pursuant to this Section 1.3. The Holders shall have the right to reduce the number of Additional Shares requested to be registered by the Company pursuant to this Section 1.3(g) (including, if and necessary, to the extent thatzero) if, in the good faith opinion of the managing underwriter or underwriters of such offering, the inclusion of all shares such Additional Shares would materially and adversely affect the marketing (including the offering price) marketability or price of the Registrable Stock Securities to be sold, and, in offered by the case of any such reduction, shares shall be included Holders in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentregistration.

Demand Registration Rights. Subject to the conditions and restrictions set forth in this Section 2, if the Company shall at (a) At any time from and after the IPO Date be requested by WCAS or Xxxxxxx (the Investor may, provided that makes the Investor continues to hold at least 10% of the issued and outstanding Common Shares, require the Corporation to file a Prospectus and take such request, being the “Initiating Investor”) other steps as may be necessary to facilitate a Distribution in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written request, a “Demand Request”), to effect a registration under the Securities Act Canada of all or any portion of the Registrable Stock then Securities held by the Investors, Investor (the Company “Demand Registration”). Any such request shall promptly notify be made by a notice in writing (each such notice, a “Demand Registration NoticeRequest”) each other Investor who holds Registrable Stock of such proposed registration to the Corporation and shall specify the number and the class or classes of Registrable Securities to be sold (the “Designated Registrable Securities”) by the Investor, the intended method of disposition, whether such offer and sale shall be made by an underwritten public offering and the jurisdiction(s) in which the filing is to be effected. The Corporation shall, subject to applicable Canadian Securities Laws, use its commercially reasonable efforts to register under file one or more Prospectuses in compliance with applicable Canadian Securities Laws, in order to permit the Distribution in Canada of all of the Designated Registrable Securities Act of the Investor specified in a Request. The Parties shall cooperate in a timely manner in connection with such Distribution and the procedures in Schedule B shall apply. (b) The Corporation shall not be obliged to effect: (i) more than two Demand Registrations in any fiscal year of the Corporation provided that for purposes of this Section 7.1, a Demand Registration shall not be considered as having been effected until a Receipt has been issued by the Canadian Securities Authorities for the Prospectus pursuant to which the Designated Registrable Securities are to be sold. Notwithstanding anything to the contrary contained herein, a Demand Registration shall not be deemed to have been effected (and such Demand Registration shall not count as a Demand Registration) unless the Investor shall have sold at least 75% of the Designated Registrable Securities sought to be included in such Demand Registration; (ii) a Demand Registration in the event that it has received a prior request for a demand registration from an Offering Shareholder which has not been rejected by the Corporation and which offering has not yet closed; provided that this Section 7.1(b)(ii) may only be relied on by the Corporation for a period of 90 days after receipt of the prior demand registration; ​ ​ (iii) a Demand Registration in the event the Corporation determines in its good faith judgment, after consultation with the Investor and its financial advisors, that (A) either (I) the effect of the filing of a Prospectus would have a material adverse effect on the Corporation because such action would materially interfere with a material acquisition, corporate reorganization or similar material transaction involving the Corporation; or (II) there exists at the time material non-public information relating to the Corporation the disclosure of which would be materially adverse to the Corporation (each such registrationof (I) and (II), a “Demand RegistrationValid Business Reason”), for public sale and (B) that it is therefore in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent best interests of the Initiating Corporation to defer the filing of a Prospectus at such time, in which case the Corporation’s obligations under this Section 7.1 will be deferred for a period of not more than 90 days from the date of receipt of the Request of the Investor; provided, however, that (x) the Company Corporation shall be entitled give written notice to include in any Demand Registrationthe Investor (I) of its determination to postpone filing of the Prospectus and, for sale in accordance with the method of disposition specified subject to compliance by the Initiating InvestorCorporation with Canadian Securities Laws, shares of Common Stock the facts giving rise to be sold the Valid Business Reason and (II) of the time at which it determines that the Valid Business Reason no longer exists and (y) the Corporation shall not qualify any securities offered by the Company Corporation for its own account or for the account during such period; or (iv) an underwritten Demand Registration in respect of other holders. a number of Registrable Securities that is expected to result in gross sale proceeds of less than US$10 million. (c) In the event that the proposed method case of disposition specified by the Initiating Investor shall be an underwritten public offering of Registrable Securities initiated pursuant to this Section 7.1, the Investor shall have the right to select the lead underwriter(s) or lead agent(s) and the counsel retained which will perform such offering, (i) provided, however, that the managing underwriter shall Investor’s selection will be selected by the Initiating Investor, subject to the approval of the CompanyCorporation, acting reasonably, such approval not to be unreasonably withheld, conditioned withheld or delayed. (d) If at any time the Investor requests a Demand Registration, and the Corporation shall have the right, within ten days (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, except in the case of any a “bought deal” in which case the Corporation shall have only 24 hours) of receipt of such reductionrequest, shares shall be included in such offering to notify the Investor of its intention to Register for distribution to the extent so permissible on public under such Prospectus (i) an offering of Common Shares from treasury or (ii) securities of the following basis: same class as the Designated Registrable Securities owned by Shareholders (Athe “Shareholder Securities”) with respect piggy back registration rights (the “Offering Shareholders”) (such as the right of Xxxxxxx pursuant to section 5.2 of the Xxxxxxx Investor Rights Agreement). The Investor shall use commercially reasonable efforts to include in the proposed distribution such number of Common Shares and Shareholder Securities as the Corporation shall request, upon the same terms (including the method of distribution) as such Demand Registration, subject to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentUnderwriter Cutback.

Demand Registration Rights. Subject to the conditions and restrictions set forth in this Section 22(c) below, if the Company shall (i) at any time from and on or after the IPO Date date hereof, be requested by WCAS or (ii) at any time on or after the date which is one hundred and eighty (180) days after the IPO Date, be requested by Xxxxxx Xxxxxxx (the Investor provided, however, that makes a request by Xxxxxx Xxxxxxx may be made under this Section 2(a) within such 180 day period and upon receipt of any such request, being the “Initiating Investor”) Company shall take actions to prepare the Demand Registration for filing; provided, further, however, that the Company shall not be obligated to file with the SEC such Demand Registration until a date which is 180 days after the IPO Date), in each case, in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written request, a “Demand Request”), to effect a registration under the Securities Act of all or any portion of the Registrable Stock then held by the Investors, the Company shall promptly immediately notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating such Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by such Investor (which selection, in the Initiating Investorcase of Xxxxxx Xxxxxxx, shall be subject to the approval of the Company, which approval shall not to be unreasonably withheld, conditioned or delayed, ); and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonment. Notwithstanding anything else to the contrary contained herein, (i) the Company shall not be required to effect more than two Demand Registrations at the request of WCAS or more than two Demand Registrations at the request of Xxxxxx Xxxxxxx, in each case, under this Section 2(a) on Form S-1 or any successor thereto, and (ii) the Company shall not be required to effect a Demand Registration hereunder unless (x) in the case of a registration on Form S-1 or any successor thereto, the reasonably anticipated aggregate net proceeds thereof (determined at the time of the giving of the Demand Request) exceed $25,000,000, or (y) in the case of a registration on Form S-3 or any successor thereto, such Demand Registration relates to the registration of at least 1,000,000 shares of Registrable Stock (as adjusted for any stock splits, stock dividends, stock combinations and similar events occurring after the date hereof), in each case, determined at the time of the giving of the Demand Request. Notwithstanding anything to the contrary herein, each of WCAS and Xxxxxx Xxxxxxx shall have the right to make an unlimited number of Demand Requests on Form S-3 or any successor thereto; provided, however, that the Company shall not be required to effect more than two Demand Registrations in any twelve-month period under this Section 2(a) on Form S-3 or any successor thereto.

Demand Registration Rights. Subject (a) At any time and from time to time after the expiration or waiver of the underwriter lock-up period applicable to the conditions and restrictions set forth in Initial Public Offering, Holdings shall have the right to request that the Company file a registration statement under the Securities Act for a firm commitment underwritten public offering of Registrable Securities, so long as the anticipated gross proceeds of such underwritten offering is not less than $50,000,000 or such lesser amount if Holdings is proposing to sell all of the remaining Registrable Securities. Upon receipt of any request for registration pursuant to this Section 22.1, if the Company shall use its reasonable best efforts to file a registration statement and cause such registration statement to be promptly declared effective under the Securities Act with respect to such Registrable Securities. (b) Holdings may withdraw its Registrable Securities from a demand registration at any time from and after prior to the IPO Date be requested effectiveness of the applicable registration statement. Upon delivery of a notice by WCAS or Xxxxxxx Holdings to such effect, the Company shall cease all efforts to secure effectiveness of the applicable registration statement. (c) If the Investor that makes such requestCompany is advised in writing in good faith by any managing underwriter of the securities being offered pursuant to any registration statement under this Section 2.1 that, being the “Initiating Investor”) in a writing that states its opinion, because of marketing considerations, the number of shares of Registrable Stock to be sold is greater than the number of such shares that can be offered without adversely affecting the offering, then the equity securities proposed to be included in such registration shall be reduced to a number deemed satisfactory by such managing underwriter in accordance with the following priorities: (i) all shares properly sought to be registered by any Person under Section 2.1(a) shall be registered first pro rata on the basis of the relative number of Registrable Securities then held by such Persons (provided that any securities thereby allocated to any such Person that exceed such Person’s request will be reallocated among the remaining requesting Persons in like manner) and (ii) all shares properly sought to be registered by any Person under Section 2.2(a) shall be registered second pro rata on the basis of the relative number of Registrable Securities then held by such Persons (provided that any securities thereby allocated to any such Person that exceed such Person’s request will be reallocated among the remaining requesting Persons in like manner). (d) It is a condition precedent to the obligations of the Company to take any action pursuant to this Section 2.1 that Holdings furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition thereof (each of such written request, a “Demand Request”), securities as shall be reasonably and customarily required to effect a registration under the Securities Act of all or any portion of the Registrable Stock then held by the Investors, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of its Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentSecurities.

Demand Registration Rights. (a) Subject to the conditions provisions of paragraph (c) below, from and restrictions set forth after the First Contingent Payment Date and prior to the first anniversary thereof, the Rightsholders, by an election of the Stockholders' Representative, may request, in writing, that the Company effect the registration of up to 35% of the Registrable Shares owned by each Rightsholder and issued to him as part of the First Contingent Payment (the "First Demand"). Subject to the provisions of paragraph (c) below, from and after the Second Contingent Payment Date and prior to the first anniversary thereof, the Rightsholders, by an election of the Stockholders' Representative, may request, in writing, that the Company effect the registration of up to 35% of the Registrable Shares owned by each Rightsholder and issued to him as part of the First Contingent Payment or the Second Contingent Payment, less such number of Registrable Shares as were registered pursuant to the First Demand. If the Rightsholders intend to distribute such Registrable Shares by means of an underwriting, the Stockholders' Representative shall so advise the Company in his request. In the event either such registration is underwritten, the right of Rightsholders to participate shall be conditioned on such Rightsholders' participation in such underwriting. Upon receipt of such a request, the Company shall, as expedi- tiously as possible, use its best efforts to effect the registration of all Registrable Shares which the Company has been requested to so register (subject to the maximums stated above in this paragraph (a)) on such registration form selected by the Company as the Company is then eligible to use. Notwithstanding any other provision of this Section 2, if the Company shall at any time from and after managing underwriter(s) advises the IPO Date be requested by WCAS or Xxxxxxx (Rightsholders participating in the Investor that makes such request, being the “Initiating Investor”) registration in a writing that states marketing factors require a limitation of the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written requestunderwritten, a “Demand Request”), to effect a registration under the Securities Act of all or any portion of the Registrable Stock then held by the Investors, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares Registrable Shares that may be included in the underwriting shall be allocated among all such Rightsholders in proportion (as nearly as practicable) to the amount of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent Shares of the Initiating Investor, Company owned by each such Rightsholder. (b) The Company shall not be required to effect more than two registrations pursuant to paragraph (a) above. (c) If at the time of any request to register Registrable Shares pursuant to this Section 2 the Company shall be entitled is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering as to which the Rightsholders may include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock Registrable Shares pursuant to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, Section 3 (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned limitations set forth therein) or delayed, and (ii) the number of shares of Registrable Stock to be included is engaged in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent thatany other activity which, in the good faith opinion determination of the managing underwriter Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of six months from the effective date of such offeringoffering or the date of commencement of such other material activity, inclusion of all shares would adversely affect as the marketing (including the offering price) of the Registrable Stock case may be, such right to delay a request to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included exercised by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other not more than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentonce.

Demand Registration Rights. Subject to the conditions and restrictions set forth in this Section 22(c) below, if the Company shall at any time from and on or after the IPO Date date hereof be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written request, a “"Demand Request”"), to effect a registration under the Securities Act of all or any portion of the Registrable Stock then held by the WCAS Investors, the Company shall promptly immediately notify in writing (each such notice, a “"Demand Registration Notice”") each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “"Demand Registration”"), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating InvestorWCAS, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating InvestorWCAS, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor WCAS shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, WCAS and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor WCAS and neither the Company nor such Initiating Investor WCAS shall have any liability to any Investor with respect to such abandonment.

Demand Registration Rights. Subject The Company covenants and agrees with Cruttenden and any subsequent Holders of the Warrants and/or Warrant Shares that, on one occasion, within 60 days after receipt of a written request from Holders of more than 50% in interest of the aggregate of Warrants and/or Warrant Shares issued pursuant to this Agreement that such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 50% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall, on that one occasion, file a registration statement (and use its best efforts to cause such registration statement to become effective under the Act at the Holder's expense) with respect to the conditions offering and restrictions set forth in this Section 2sale or other disposition of the Warrant Shares (the "Offered Warrant Shares"); provided, if however, that the Company shall at any time have no obligation to comply with the foregoing provisions of this Section 15.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders, from and after the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each whom such written requestrequests have been received, a “Demand Request”), to effect a registration under the Securities Act of all or any portion is not required for the transfer of the Registrable Stock then held Offered Warrant Shares in the manner proposed by such person or persons or that a post-effective amendment to an existing registration statement would be legally sufficient for such transfer (in which latter event the InvestorsCompany shall promptly file such post-effective amendment (and use its best efforts to cause such amendment to become effective under the Act)). Notwithstanding the foregoing, the Company shall promptly notify in writing (each such notice, not be obligated to file a “Demand Registration Notice”) each other Investor who holds Registrable Stock registration statement with respect to the Offered Warrant Shares on more than one occasion. The Company may defer the preparation and filing of such proposed a registration and shall use its commercially reasonable efforts statement for up to register under 90 days after the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration is made if the Board of shares Directors determines in good faith that such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any period of Registrable Stock that time in which the Company is in possession of material inside information concerning the Company or its securities, which information the Company determines in good faith is not ripe for disclosure. The Company shall not honor any request to register Warrant Shares pursuant to this Section 15.1 received later than five (5) years from each other Investor receiving the Demand effective date of the Company's Registration Notice within 20 Statement on Form F-1 (File No. 333-66103) (the "Effective Date"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 90 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent effective date of the Initiating Investorregistration statement or the date on which all of the Offered Warrant Shares have been sold (the "Termination Date"); provided, however, that if at the Termination Date the Offered Warrant Shares are covered by a registration statement which also covers other securities and which is required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to Offered Warrant Shares for so long as such registration statement (or any substitute registration statement) remains or is required to remain in effect for any such other securities, or (ii) to cause any registration statement with respect to the Warrant Shares to become effective prior to the Initiation Date. All Company expenses of registration pursuant to this Section 15.1 shall be entitled borne by the Holders. The Company shall be obligated pursuant to this Section 15.1 to include in any Demand Registration, for sale in accordance with the method registration statement Warrant Shares that have not yet been purchased by a Holder of disposition specified by the Initiating Investor, shares Warrants so long as such Holder of Common Stock Warrants submits an undertaking to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject such Holder intends to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) exercise Warrants representing the number of shares of Registrable Stock Warrant Shares to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and statement prior to the extent that, in the good faith opinion consummation of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the public offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentWarrant Shares. In addition, such Holder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the public offering with respect to such Warrant Shares.

Demand Registration Rights. Subject The Company covenants and agrees with the Representatives and any subsequent Holders of the Warrant and/or Warrants Shares that, on one occasion, within 60 days after receipt of a written request from the Representatives or from Holders of more than 40% in interest of the aggregate of the Warrant and/or Warrant Shares (considered for this purpose as one class) issued pursuant to this Agreement that the Representatives or such Holders of the Warrant and/or Warrant Shares desire and intend to transfer more than 25% in interest of the aggregate of the Warrant Shares (the "Offered Warrant Shares") under such circumstances that a public offering, within the meaning of the Act, would be involved, the Company, on that one occasion, shall file a registration statement (and use its reasonable best efforts to cause such registration statement to become effective under the Act and to remain effective for not less than 90 days thereafter with respect to the conditions offering and restrictions set forth in this Section 2sale or other disposition of the Offered Warrant Shares; PROVIDED, if HOWEVER, that any such disposition shall occur on or after the Initial Exercise Date and on or before the Expiration Date; PROVIDED FURTHER, that the Company shall at any time have no obligation to comply with the foregoing provisions of this Section 13.1 if, in the opinion of counsel to the Company reasonably acceptable to the Holders from and after the IPO Date be requested by WCAS or Xxxxxxx (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each whom such written requestrequests have been received, a “Demand Request”), to effect a registration under the Securities Act of all is not required for such disposition or any portion of the Registrable Stock then held by the Investors, that a post-effective amendment to an existing registration statement would be legally sufficient for such transfer (in which latter event the Company shall promptly notify in writing (each file such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock post-effective amendment and use its reasonable best efforts to cause such amendment to become effective under the Act). All expenses of such proposed registration and shall use its commercially reasonable efforts disposition pursuant to register under this Section 13.1, exclusive of any underwriting discounts and commissions, non-accountable expense allowances or costs and fees of separate counsel to the Securities Act (each such registrationHolders, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified borne by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonment.

Demand Registration Rights. Subject (a) Upon the delivery to the conditions and restrictions set forth in this Section 2Company by Krug xx Wesinvest of a written request for registration of all or any part of such Stockholder's Registrable Securities, if the Company shall shall, provided that the requesting Stockholder at any the time from of making such request is the Beneficial Owner of at least 10% or more of the Company Stock, and after subject to the IPO Date be requested by WCAS or Xxxxxxx (provisions hereof, use its best efforts to effect, as expeditiously as practicable, the Investor that makes Registration of the Registrable Securities specified in such request, being the “Initiating Investor”) registration request in a writing that states the number of shares of Registrable Stock to be sold and accordance with the intended method of disposition thereof (stated therein. Such Stockholder or Stockholders shall send a copy of the Registration Request to each other Beneficial Owner concurrently with the giving of such written requestnotice to the Company. The Company shall prepare and file with the Commission a Registration Statement, a “Demand Request”)on any form that the Company 15 is eligible to use, such form to effect a registration under be selected by the Securities Act of all Company, which form must be reasonably acceptable to the Stockholder or any portion Stockholders requesting Registration, in order to permit the public offering of the Registrable Stock then held by the Investors, the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale being offered in accordance with the intended method of disposition specified upon the effective date of the Registration Statement relating to such Registrable Securities; provided, however, the Company is not required to proceed with the Registration Request if in the opinion of a recognized investment bank such Registration would not result in a Qualifying IPO and a Qualifying IPO has not already occurred; provided, however, if Krug xx Wesinvest, as the case may be, seeks to include all of its Registrable Securities in such Demand RequestRegistration and such Registration would not result (in the opinion of such investment bank) in a Qualifying IPO, then the Company shall use its best efforts to include in such Registration Statement shares of Common Stock for sale by the Company in such number necessary to cause the Registration to result in a Qualifying IPO. Except as provided in Section 5.2(b), the Company must include in such Registration Statement any other shares of Registrable Securities that a Beneficial Owner possessing demand registration rights requests to be included in such Registration. The Company may elect to include in such Registration: (i) any other shares of Common Stock that the Company has been requested to register by the Beneficial Owners thereof, and (ii) all shares of Company Stock that the Company may elect to register for its own account, subject in either case to Section 5.2(b) hereof. (b) If a requested Registration pursuant to this Section 5.2 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each Beneficial Owner) that in the good faith exercise of its reasonable business judgment, the number of shares of Registrable Company Stock specified requested to be included in such Demand Request (plus Registration exceeds the number that can be sold in such offering without materially and adversely affecting the successful marketing of the Registrable Securities of the requesting Stockholder or Stockholders or the trading market in Company Stock, the Company will include in such Registration the number of shares that the Company is so advised can be sold in such offering without such material adverse effect in the following priority: (i) first, Registrable Securities requested to be included in such Registration by each Beneficial Owner possessing demand registration rights (and if such number exceeds the number advised by such underwriter, the number requested by each such Beneficial Owner shall be proportionately reduced based on the ratio of the number each requested over the total requested by such Beneficial Owners); (ii) second, Registrable Securities of other Beneficial Owners included in the Registration; and (iii) third, other Company Stock proposed to be included in such Registration, in accordance with the priorities, if any, then existing among the Company and the holders of such other securities. (c) Registration rights under this Section 5.2 shall only be available to Krug xxx Wesinvest for a Registration Statement that becomes effective subsequent to the expiration of six (6) months from and after the date of the Qualifying IPO. No Registration Request pursuant to this Section 5.2 hereof may be submitted to the Company any earlier than forty-five (45) days prior to the expiration of six months (6) from and after the date of the Qualifying IPO. Except as provided in Section 5.10 hereof, no Registration Request pursuant to this Section 5.2 may be submitted to the Company by a Stockholder who at the time of making such request is not the Beneficial Owner of at least 10% or more of the Company's outstanding Company Stocx. (x) Xxxx xxx Wesinvest shall each be entitled to demand one Registration pursuant to this Section 5.2 during any 24-month period. A registration of Registrable Stock Securities will not count as a demand Registration pursuant to this Section 5.2 until it has become effective under the Securities Act; provided, however, that if after the Registration Statement has become effective, the offering of Registrable Securities pursuant to such Registration is interfered with by a stop order, injunction or other requirement of the SEC or other governmental agency or court not resulting from the acts or omissions of any Stockholder or Stockholders whose securities are so Registered and no Registrable Securities are actually sold thereunder, such registration will be deemed not to have become effective and shall not count as a demand Registration pursuant to this Section 5.2; provided, further, that a registration that does not become effective after the Company has substantially prepared and has filed or is in a position to file a Registration Statement with respect thereto solely by reason of the refusal to proceed by the Stockholder or Stockholders requesting Registration (other than any refusal to proceed based upon (i) the advice of its counsel that the Registration Statement, or the prospectus contained therein, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, which untrue statement or omission is not related to information provided pursuant to Section 5.4 hereof, or (ii) the failure or inability of the Company to meet the conditions to closing specified in any written request underwriting agreement to which the Company and/or a Beneficial Owner is a party and that was entered into in connection with such registration). (e) The Company shall use its best efforts to keep any Registration Statement filed pursuant to this Section 5.2 effective for registration the period of shares distribution contemplated by such Registration Statement, which in no event need be later than (i) in the case of a Registration other then a Shelf Registration, the earlier to occur of (x) the date on which the Registrable Stock that Securities offered under such Registration Statement are sold or the offer thereof is received from each other Investor receiving discontinued by the Demand Stockholder or Stockholders requesting Registration Notice within 20 thereunder, or (y) 180 days after receipt by such other Investor the effective date of such Demand Registration NoticeStatement and (ii) in the case of a Shelf Registration, the earlier to occur of (x) the date on which the Registrable Securities offered under such Shelf Registration are sold, or (y) two years after the effective date of such Shelf Registration. (f) The Company, at its election, may cause one or more Registration Statements under Rule 415 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any successor Rule that may be promulgated by the Commission (each a "Shelf Registration") to be filed covering the disposition by the Stockholder or Stockholders of their Registrable Securities. (g) Notwithstanding the foregoing obligations of the Company to use its best efforts to cause the Registrable Securities to be Registered under the Securities Act, if the Company shall furnish to the Stockholder or Stockholders requesting Registration a certificate signed by an officer of the Company stating that in the good faith judgment of the Company's Board of Directors it would be materially detrimental to the Company or its stockholders for such a Registration 17 Statement to be filed as expeditiously as possible and that it is therefore necessary to postpone the filing of such Registration Statement and, to the extent practicable, containing a statement of the reasons for such deferral and an estimate of the anticipated delay, the Company shall have the right, subject to the provisions of this Section 5.2(g), to postpone such filing for such period as may be necessary so as not to interfere with corporate transactions of the Company or other compelling business reasons. In additionAny such certificate must be furnished within five days after a Registration Request is given or, if later, as soon as reasonably possible after the determination forming the basis for such certificate is made by the Company. If as a result of any such postponement, the Company does not for a period of 180 days after the postponement effect a Registration of the Registrable Securities desired by a Stockholder or Stockholders to be Registered pursuant to this Section 5.2, the Company will use its best efforts promptly to effect such Registration. The Company may not postpone a Registration in this manner more than once in any 12-month period. If the Company shall postpone the filing of a Registration Statement pursuant to the foregoing for 45 days after the delivery of the above-referenced certificate, the Stockholder requesting registration shall have the right to withdraw the Registration Request by giving written notice to the Company within fifteen days after such 45-day period and, in the event of such withdrawal, such Registration Request shall not be counted for purposes of the requests for Registration to which the Stockholders are entitled pursuant to Section 5.2. (h) If a requested Registration pursuant to this Section 5.2 involves an underwritten offering, the Stockholder or Stockholders requesting Registration shall have the right to select the investment banker and manager or co-managers that will administer the offering (after consulting with the Company as to such selection and upon the written consent of the Initiating InvestorCompany, which consent shall not be withheld unreasonably). The Company will promptly enter into an underwriting agreement reasonably acceptable to the Company shall be entitled to include in any Demand Registration, and such Stockholder or Stockholders with such underwriters for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public such offering, (i) the managing underwriter shall be selected by the Initiating Investorsuch agreement to contain such terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, subject including, without limitation, indemnities to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if effect and to the extent thatprovided in Section 5.8 hereof. Each Stockholder requesting Registration shall be a party to such underwriting agreement and may, in the good faith opinion at its option, require that any or all of the managing underwriter representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such offering, inclusion underwriters shall also be made to and for the benefit of such Stockholder or Stockholders and that any or all shares would adversely affect the marketing (including the offering price) of the Registrable Stock conditions precedent to the obligations of such underwriters under such underwriting agreement be soldconditions precedent to any obligations of such Stockholder or Stockholders; provided, andhowever, in the case of any that such reduction, shares Stockholder or Stockholders shall be included in such offering required to agree to indemnify the Company and its officers and directors to the same extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock as provided in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included; and (B) with respect to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentSection 5.8 hereof.

Demand Registration Rights. Subject Upon the written request (the "REQUEST") of a Stockholder that has the right to require the conditions and restrictions set forth in this Section 2Company to register under the Securities Act any or all shares of the Common Stock then held by such Stockholder (a "DEMAND REGISTRATION RIGHT"), if the Company shall include such shares in a registration statement on Form S-1, Form S-2 or Form S-3 (or any equivalent form), and use its best efforts to register such shares, under the Securities Act. GEIPPPII shall have five Demand Registration Rights; PROVIDED, that if, at any time from time, GEIPPPII owns less than 10% of the issued and after outstanding Common Stock and has more than one Demand Registration Right remaining, GEIPPPII shall not be entitled to use one of its then remaining Demand Registration Rights. The Ardshiel Stockholders shall have two Demand Registration Rights. A Demand Registration Right may not be exercised by either GEIPPPII or an Ardshiel Stockholder unless the IPO Date be requested by WCAS or Xxxxxxx exercising Stockholder(s) elects to sell under the registration statement the lesser of (x) at least 50% of the Investor that makes such request, being the “Initiating Investor”) in a writing that states the aggregate number of shares of Registrable Common Stock then held by such Stockholder(s) or (y) at least 5% of the then issued and outstanding shares of Common Stock. The Company will promptly give written notice of such requested registration to be sold all other Stockholders and the intended method of disposition thereof (each such written request, a “Demand Request”), thereupon will use its best efforts to effect a the registration under the Securities Act of all or any portion of (i) the Registrable Common Stock then held by the Investors, which the Company shall promptly notify in writing (each such notice, a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts has been so requested to register under the Securities Act (each such registration, a “Demand Registration”)register, for public sale disposition in accordance with the intended method of disposition specified stated in such Demand Requestrequest; and (ii) all other Common Stock, the number holders of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice which shall have, within 20 days after the receipt by such other Investor of such Demand Registration Notice). In additionwritten notice from the Company, with made written request (which notice shall specify the written consent intended method of the Initiating Investor, disposition thereof) to the Company shall be entitled for registration thereof, all to include in any Demand Registration, for sale the extent required to permit the disposition (in accordance with the intended method thereof as aforesaid) by all such holders of disposition specified by the Initiating Investor, shares of Common Stock securities so to be sold registered; PROVIDED, HOWEVER, that the Company shall not be obligated to effect any such registration pursuant to this Section 4.02 (i) at any time prior to the earlier of (a) October 2, 2001, or (b) the effective date of the first registration statement filed by the Company for its own account or for with the account of other holders. In the event that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayedSEC, and (ii) at any time prior to the date six months following the consummation by the Company of any public offering. GEIPPPII shall have the right, in its sole discretion, to disapprove of any underwriter selected by the Board of Directors of the Company. If the managing underwriter or underwriters, if any, advise the Stockholders seeking to register shares of Common Stock under this Section 4.02 in writing that in its or their opinion the number of shares of Registrable Stock securities proposed to be included sold in such an offering shall be included in such offering on registration will materially adversely affect the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion of the managing underwriter success of such offering, inclusion the Company shall include in such registration the number of all shares would adversely affect the marketing (including the offering price) of the Registrable Stock to be soldsecurities, andif any, which in the case opinion of any such reduction, shares shall underwriter or underwriters can be included in such offering to the extent so permissible sold on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to a pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering basis based on the number of shares that each such Stockholder holds. Notwithstanding anything contained herein to the contrary, (i) if the Stockholder exercising a Demand Registration Right does not sell at least 50% of the shares of Registrable Common Stock held by it requested be registered in the WCAS Investors)registration, (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors such Stockholder shall be included entitled to an additional Demand Registration Right, and (subject to pro rata reduction among such Investors other than ii) any Stockholder that sells at least 50% of the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included owned by it in the Company for the account registration shall lose one of the Company or other stockholders of the Company shall be included; and (B) with respect to any its Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonmentRights.

Demand Registration Rights. Subject to the conditions and restrictions set forth in this Section 2, if (a) If the Company shall receive, at any time from and after the IPO Date be requested by WCAS or Xxxxxxx expiration of that certain Agreement, dated as of May __, 1997, between GECC and the Representatives (as defined therein) (the Investor that makes such request, being the “Initiating Investor”) in a writing that states the number of shares of Registrable Stock to be sold and the intended method of disposition thereof (each such written request, a “Demand Request”"Lock-up Agreement"), (i) a written request from the Series C Stockholder that the Company file a registration statement under the Securities Act covering the registration of at least 5% of the Registrable Securities then outstanding (or any lesser percentage if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $4,000,000) and (ii) a list of the jurisdictions in which the Series C Stockholder intends to attempt to qualify such securities under applicable state securities laws, the Company shall promptly give written notice of such request to all Management Stockholders and shall as soon as practicable file a registration statement and use its best efforts (subject to the limitations of this SECTION 4) to effect a the registration under the Securities Act of the proposed Transfer of all or any portion such Registrable Securities which the Series C Stockholder requests to be registered, together with all of the Registrable Stock then held Securities of any Management Stockholders who so request by notice to the InvestorsCompany which is given within 30 days after the notice from the Company described above. Notwithstanding the foregoing, if the Company shall promptly notify in writing (each such notice, furnish to the Series C Stockholder a “Demand Registration Notice”) each other Investor who holds Registrable Stock of such proposed registration and shall use its commercially reasonable efforts to register under certificate signed by the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Request, the number of shares of Registrable Stock specified in such Demand Request (plus the number of shares of Registrable Stock specified in any written request for registration of shares of Registrable Stock that is received from each other Investor receiving the Demand Registration Notice within 20 days after receipt by such other Investor of such Demand Registration Notice). In addition, with the written consent Chief Executive Officer of the Initiating Investor, the Company shall be entitled to include in any Demand Registration, for sale in accordance with the method of disposition specified by the Initiating Investor, shares of Common Stock to be sold by the Company for its own account or for the account of other holders. In the event stating that the proposed method of disposition specified by the Initiating Investor shall be an underwritten public offering, (i) the managing underwriter shall be selected by the Initiating Investor, subject to the approval of the Company, not to be unreasonably withheld, conditioned or delayed, and (ii) the number of shares of Registrable Stock to be included in such an offering shall be included in such offering on the same terms and conditions as the shares otherwise being sold through underwriters under such registration and may be reduced if and to the extent that, in the good faith opinion judgment of the managing underwriter Board of such offering, inclusion of all shares Directors it would adversely affect the marketing (including the offering price) of the Registrable Stock be seriously detrimental to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) with respect to any Demand Registration where WCAS is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the WCAS Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than WCAS Investors shall be included (subject to pro rata reduction among such Investors other than the WCAS Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for a registration statement to be filed in the account near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days (or, at the option of the Company or other stockholders Series C Stockholder, withdrawn without constituting a demand). (b) If the Series C Stockholder intends to distribute the Registrable Securities covered by its request by means of an underwriting through an underwriter selected by the Series C Stockholder, it shall so advise the Company shall be included; and (B) with respect as a part of its request made pursuant to any Demand Registration where Xxxxxxx is the Initiating Investor (1) first, all Registrable Stock proposed to be included by the Xxxxxxx Investors shall be included (subject to pro rata reduction among the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by the Xxxxxxx Investors), (2) second, all Registrable Stock proposed to be included by the Investors other than the Xxxxxxx Investors shall be included (subject to pro rata reduction among such Investors other than the Xxxxxxx Investors seeking to include Registrable Stock in such offering based on the number of such shares of Registrable Stock held by such other Investors) and (3) third, to the extent provided above, Common Stock proposed to be included by the Company for the account of the Company or other stockholders of the Company shall be included. The Company shall abandon any Demand Registration upon the request of the Initiating Investor and neither the Company nor such Initiating Investor shall have any liability to any Investor with respect to such abandonment.this