Common use of Demand Registration Rights Clause in Contracts

Demand Registration Rights. (a) At any time after the date that is three years after the Closing Date, the holders of 30% of the shares of HOLDING Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements that have not been previously registered or sold and that are not then entitled to be sold under Rule 144(k) (or any successor provision) promulgated under the 1933 Act may request in writing that HOLDING file a registration statement under the 1933 Act covering the registration of shares of HOLDING Stock issued to such Founding Stockholders pursuant to this Agreement and the Other Agreements (including any stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such HOLDING Stock) then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of such request, HOLDING shall give written notice of such request to all other of such Founding Stockholders and shall, as soon as reasonably practicable but in no event later than 45 days after the date on which HOLDING gave such notice to such Founding Stockholders, file and thereafter use its best efforts to cause to become effective a registration statement covering all shares that such Founding Stockholders have requested to be included in such registration, which requests must be delivered to HOLDING no later than 30 days following HOLDING's delivery of such notice to such Founding Stockholders. HOLDING shall be obligated to effect only one Demand Registration for all Founding Stockholders and will keep such Demand Registration current and effective for 120 days (or such shorter period as is required to sell all of the shares registered thereon). (b) Notwithstanding the foregoing paragraph, following such a demand, a majority of HOLDING's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for one 30-day period. (c) If at the time of any request by the Founding Stockholders for a Demand Registration, HOLDING has plans to file, within 60 days after such request, a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, then no registration of the HOLDING Stock held by the Founding Stockholders shall be initiated under this Section 16.2 until 90 days after the effective date of such registration unless HOLDING is no longer proceeding diligently to effect such registration; provided that if such registration is for HOLDING Stock, then HOLDING shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 16.1 hereof. (d) In addition, if the Founding Stockholders offering shares are advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 16.2 that the number of shares to be sold by such Founding Stockholders is greater than the number of such shares which can be offered without adversely affecting the offering, then the shares to be registered for each of the Founding Stockholders offering shares shall be reduced pro rata (based upon the number of shares proposed to be sold by each such Founding Stockholder) to a number deemed satisfactory by such managing underwriter.

Demand Registration Rights. (a) At If at any time after the date that is three years after the Closing Date, the holders Company receives a request from Holders of 30% more than twenty-five percent (25%) of the shares of HOLDING Stock issued to Registrable Securities then outstanding that the Founding Stockholders pursuant to this Agreement and Company file with the Other Agreements that have not been previously registered or sold and that are not then entitled to be sold under Rule 144(k) (or any successor provision) promulgated under the 1933 Act may request in writing that HOLDING file SEC a registration statement under on Form F-1 for an aggregate offering price to the 1933 Act covering the registration public of shares of HOLDING Stock issued to such Founding Stockholders pursuant to this Agreement and the Other Agreements (including any stock issued as a dividend or other distribution not less than $5 million with respect toto the Registrable Securities then outstanding, or in exchange for, or in replacement of such HOLDING Stockthen the Company shall (x) then held by such Founding Stockholders (a "Demand Registration"). Within within ten (10) days of after the receipt of such request, HOLDING shall give written notice of date such request is given, give notice thereof (the “Demand Notice”) to all Holders other of such Founding Stockholders than the Initiating Holders; and shall, (y) as soon as reasonably practicable but practicable, and in no any event later than 45 within thirty (30) days after the date on which HOLDING gave such notice to such Founding Stockholdersrequest is given by the Initiating Holders, file and thereafter use exercise its best efforts to cause to become effective (A) file with the SEC a Form F-1 registration statement under the Securities Act covering the resale of all shares Registrable Securities that such Founding Stockholders have the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registrationregistration by any other Holders, which requests must as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsection 2.5 (the “Demand Registration”), and (B) in connection with such Demand Registration, take all necessary actions to effect the listing of (a) the Company’s Common Stock, or (ii) ADRs representing the Common Stock, as may be delivered applicable, on the U.S. Trading Market (or, if applicable, as set forth below, on the Non-U.S. Stock Exchange), (b) take all actions necessary to HOLDING no later than 30 days following HOLDING's delivery register such class of securities under the Exchange Act, as well as (c) pay all fees and expenses related to the U.S. Listing, and, to the extent permitted by applicable law, all Registration Expenses of the Company and the Holders (exclusive of Selling Expenses), and (d) to the extent applicable, to cause the registration of the issuance of such notice ADRs, if applicable, and obtain all required approvals for the listing of the Common Stock or ADRs representing such Common Stock with the applicable U.S. Trading Market (or, if applicable, as set forth below, the applicable Non-U.S. Stock Exchange). The Company shall also exercise commercially reasonable efforts to such Founding Stockholdersmaintain the U.S. Listing (or, if applicable, a Non-U.S. Listing) and trading of its Common Stock on the applicable U.S. Trading Market (or, if applicable, the applicable Non-U.S. Stock Exchange) and, in accordance, therewith, will use commercially reasonable efforts to comply with all applicable reporting, filing and other obligations applicable to a Foreign Private Issuer (including if the Company qualifies as an Emerging Growth Company under the Securities Act) whose securities are listed on the Company’s applicable U.S. Trading Market. HOLDING If at any time the Company does not qualify as a Foreign Private Issuer, these rights shall apply to a Demand Registration on Form S-1. Notwithstanding any of the foregoing to the contrary, in the event the Company is unable to effect a U.S. Listing and effects a Non-U.S. Listing, the foregoing Demand Rights shall apply mutatis mutandis in respect to the Holders’ Demand Registration rights under this Subsection 2.3 and the Company shall be obligated to effect only one Demand Registration for all Founding Stockholders and will keep such Demand Registration current and effective for 120 days (or such shorter period as is required to sell all of the shares registered thereon). (b) Notwithstanding the foregoing paragraph, following such a demand, a majority of HOLDING's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for one 30-day period. (c) If at the time of any request by the Founding Stockholders for a Demand Registration, HOLDING has plans to file, within 60 days after such request, a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, then no registration of the HOLDING Stock held by the Founding Stockholders shall be initiated under this Section 16.2 until 90 days after the effective date of such registration unless HOLDING is no longer proceeding diligently exercise commercially reasonable efforts to effect such registration; provided that if such registration is for HOLDING Stock, then HOLDING shall provide under the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 16.1 hereof. (d) In addition, if the Founding Stockholders offering shares are advised in writing in good faith by any managing underwriter of an underwritten offering securities laws of the securities being offered pursuant jurisdiction applicable to any registration statement under this Section 16.2 that such Non-U.S. Stock Exchange substantially consistent with the number of shares to be sold by such Founding Stockholders is greater than the number of such shares which can be offered without adversely affecting the offering, then the shares to be registered for each of the Founding Stockholders offering shares shall be reduced pro rata (based upon the number of shares proposed to be sold by each such Founding Stockholder) to a number deemed satisfactory by such managing underwriterforegoing requirements.

Demand Registration Rights. (a) At any time after the date that is three years one year after -------------------------- the Closing Date, the holders of 30% of the Founding Stockholders holding shares of HOLDING HDS Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements that which shares have (i) not been previously registered or sold and that sold, (ii) which are not then entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under and (iii) which have an aggregate market value in excess of $5 million (based on the 1933 Act average closing price on the five days prior to the date of such request) may request in writing that HOLDING HDS file a registration statement under the 1933 Act covering the registration of such shares of HOLDING HDS Stock issued to such Founding Stockholders pursuant to this Agreement and the Other Agreements (including any stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such HOLDING Stock) then held by such Founding Stockholders (a "Demand Registration"); provided that the aggregate value of HDS Stock proposed to be sold under such registration statement is not less than $5 million (based on the average closing price on the five days prior to the date of such request). Within ten (10) days of the receipt of such request, HOLDING HDS shall give written notice of such request to all other of such Founding Stockholders and shall, as soon as reasonably practicable but in no event later than 45 days after the date on which HOLDING gave such notice to such Founding Stockholderspracticable, file and thereafter use its best efforts to cause to become effective a registration statement covering all shares that such Founding Stockholders have requested shares. HDS will use its best efforts to be included in such registration, which requests must be delivered to HOLDING no later than 30 days following HOLDING's delivery of such notice to such Founding Stockholders. HOLDING shall be obligated to effect only one Demand Registration for all Founding Stockholders and will keep such Demand Registration current and effective for 120 one hundred twenty (120) days (or such shorter period as is required during which holders shall have sold all HDS Stock which they requested to sell be registered). HDS shall be obligated to effect only two (2) Demand Registrations for all Founding Stockholders, and the second request may not be made until at least one (1) year after the effective date of the shares registered thereon). (b) registration statement for the first Demand Registration, provided that the first Demand Registration remained effective for the full time provided by the preceding sentence. Notwithstanding the foregoing paragraph, following such a demand, demand a majority of HOLDINGthe COMPANY's disinterested directors (i.e.i.e, directors who have not --- demanded or elected to sell shares in any such public offering) may defer postpone the filing of the registration statement for one a period of up to thirty (30-day period. (c) days. If at the time of any request by the Founding Stockholders for a Demand Registration, HOLDING Registration HDS has fixed plans to file, file within 60 sixty (60) days after such request, request a registration statement covering the sale of any of its securities in a public offering under the 1933 Actsecurities, then no registration of the HOLDING Founding Stockholders' HDS Stock held by the Founding Stockholders shall be initiated filed under this Section 16.2 17.2 until 90 ninety (90) days after the effective date of such registration unless HOLDING HDS is no longer proceeding diligently to effect such registration; provided that if such registration is for HOLDING Stock, then HOLDING HDS shall provide the Founding Stockholders the -------- right to participate in such public offering pursuant to, and subject to, Section 16.1 17.1 hereof. (d) In addition, if the Founding Stockholders offering shares are advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 16.2 that the number of shares to be sold by such Founding Stockholders is greater than the number of such shares which can be offered without adversely affecting the offering, then the shares to be registered for each of the Founding Stockholders offering shares shall be reduced pro rata (based upon the number of shares proposed to be sold by each such Founding Stockholder) to a number deemed satisfactory by such managing underwriter.

Demand Registration Rights. (a) At any time after the date that is three years after twelfth monthly anniversary of the Closing Date, the holders (“Combining Partner Company Stockholders”) of 30% a majority of the shares of HOLDING Founder Stock issued (a) representing Registerable Securities owned by Partner Company or its permitted transferees pursuant to the Founding Stockholders first sentence of Article XIV and (b) acquired by other stockholders of Founder on or prior to the closing of the IPO in connection with the acquisition of their companies by Founder pursuant to an agreement similar to this Agreement and the Other Agreements that Agreement, which shares have not been previously registered or sold and that which shares are not then entitled to be sold under Rule 144(k) 144 (or any similar or successor provision) promulgated under the 1933 Act without regard to manner of sale or volume limitations may request in writing that HOLDING Founder file a registration statement under the 1933 Act covering the registration of the shares of HOLDING Founder Stock issued to and held by the Combining Partner Company Stockholders or such Founding Stockholders pursuant to this Agreement and the Other Agreements permitted transferees (including any stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such HOLDING Founder Stock) then held by such Founding Stockholders (a "“Majority Demand Registration"”). Within ten (10) days of the receipt of such request, HOLDING Founder shall give written notice of such request to all other of Combining Partner Company Stockholders having such Founding Stockholders registration rights and shall, as soon as reasonably practicable but in no event later than 45 days after notice from the date on which HOLDING gave Combining Partner Company Stockholders requesting such notice to such Founding Stockholdersregistration, file and thereafter use its best efforts to cause to become effective a registration statement covering all such shares that and thereafter use commercially reasonable efforts to cause such Founding Stockholders have requested registration statement to be included in such registration, which requests must be delivered to HOLDING no later than 30 days following HOLDING's delivery of such notice to such Founding Stockholdersbecome effective. HOLDING Founder shall be obligated to effect only one Majority Demand Registration for all Founding Combining Partner Company Stockholders and will use commercially reasonable efforts to keep such Majority Demand Registration current and effective for 120 90 days (or such shorter period as is required to sell complete the distribution and sale of all of the shares registered thereonthereunder). (b) . Notwithstanding anything to the foregoing paragraphcontrary in this Section 16.2(a), following such a demand, a majority of HOLDING's the disinterested directors of Founder (i.e., i.e. directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for one a 30-day periodperiod in their sole discretion. (b) At any time after the twelfth monthly anniversary of the Closing Date, the holders of a majority of the shares of Founder Stock included in the Purchase Price (the “Purchase Price Stockholders”), which shares have not been previously registered or sold and which shares are not entitled to be sold under Rule 144 (or any similar or successor provision) promulgated under the 1933 Act without regard to manner of sale or volume limitations may request in writing that Founder file a registration statement under the 1933 Act covering the registration of a portion of such shares (including any stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such Founder Stock) representing more than 50% of the number of shares of Founder Stock included in the Purchase Price (a “Purchase Price Stockholder Demand Registration”). Within ten days of the receipt of such request, Founder shall, as soon as practicable but in no event later than 45 days after notice from the Purchase Price Stockholders requesting such registration, file a registration statement covering such shares and thereafter use commercially reasonable efforts to cause such registration statement to become effective. Founder shall be obligated to effect only one Purchase Price Stockholder Demand Registration and will use commercially reasonable efforts to keep such Purchase Price Stockholder Demand Registration current and effective for 90 days (or such shorter period as is required to complete the distribution and sale of all shares registered thereunder). Notwithstanding anything to the contrary in this Section 16.2(b), following such a demand, a majority of the disinterested directors of Founder (i.e. directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 30-day period in their sole discretion. (c) If at the time of any request by the Founding Stockholders for a Majority Demand Registration or Partner Company Stockholder Demand Registration (each a “Section 16.2 Registration”), HOLDING Founder has formulated plans to file, file within 60 days after such request, request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, then no registration of the HOLDING Founder Stock held by the Founding Stockholders shall be initiated under this Section 16.2 until 90 days after the effective date of such registration statement unless HOLDING Founder is no longer proceeding diligently to effect secure the effectiveness of such registrationregistration statement; provided that if such registration is for HOLDING Stock, then HOLDING Founder shall provide the Founding Stockholders Partner Company Stockholder the right to participate in such public offering pursuant to, and subject to, Section 16.1 hereof16.1. (d) In addition, if the Founding Stockholders offering shares are advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 16.2 that the number of shares to be sold by such Founding Stockholders is greater than the number of such shares which can be offered without adversely affecting the offering, then the shares to be registered for each of the Founding Stockholders offering shares shall be reduced pro rata (based upon the number of shares proposed to be sold by each such Founding Stockholder) to a number deemed satisfactory by such managing underwriter.

Demand Registration Rights. (a) At any time after the date that is three years after the Closing DateAny Investors, the holders of 30or Founders that, collectively, beneficially hold at least 5% of the shares of HOLDING Stock issued outstanding Shares (the “Initiating Holders”), by notice to the Founding Stockholders pursuant Company specifying the intended method or methods of disposition, may request that the Company effect the registration under the Securities Act for a Public Offering of all or a specified part of the Registrable Securities held by such Initiating Holders. Notwithstanding the foregoing, no Initiating Holder may request a registration unless the value of Registrable Securities that the Initiating Holders propose to this Agreement and the Other Agreements that have not been previously registered or sold and that are not then entitled to be sold under Rule 144(k) sell in such Public Offering on Form S-1 (or any successor provision) promulgated under other registration form that contains substantially the 1933 Act may request in writing that HOLDING file a registration statement under the 1933 Act covering the registration of shares of HOLDING Stock issued to such Founding Stockholders pursuant to this Agreement and the Other Agreements (including any stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such HOLDING Stock) then held same information required by such Founding Stockholders form) is at least twenty-five million dollars (a "Demand Registration"$25,000,000), or, in the case of any other registration on Form S-3, fifteen million dollars ($15,000,000) or, in either case, such lower amount as agreed by the Board. Within ten (10) days of the receipt of such request, HOLDING shall give written notice of such request to all other of such Founding Stockholders and shall, as soon as reasonably practicable but in no event later than 45 days after the date on which HOLDING gave such notice to such Founding Stockholders, file and thereafter The Company will then use its best efforts to cause (i) effect the registration under the Securities Act (including by means of a shelf registration pursuant to become Rule 415 under the Securities Act if so requested by a majority of the Initiating Holders and if the Company is then eligible to use such registration) of the Registrable Securities that the Company has been requested to register by such Initiating Holders together with all other Registrable Securities that the Company has been requested to register pursuant to Section 3.2 by other Holders, all to the extent required to permit the disposition of the Registrable Securities that the Company has been so requested to register, and (ii) if requested by an Initiating Holder, obtain acceleration of the effective a date of the registration statement covering all shares that such Founding Stockholders have requested relating to be included in such registration; provided, which requests must be delivered to HOLDING no later than 30 days following HOLDING's delivery of such notice to such Founding Stockholders. HOLDING however, that the Company shall not be obligated to take any action to effect only one Demand Registration for all Founding Stockholders and will keep any such Demand Registration current and effective for 120 days registration pursuant to this Section 3.1.1: (or such shorter period as is required a) during the effectiveness of any Principal Lock‑Up Agreement entered into in connection with any registration statement pertaining to sell all an underwritten public offering of securities of the shares registered thereonCompany for its own account (other than a Rule 145 Transaction, or a registration relating solely to employee benefit plans).; (b) Notwithstanding the foregoing paragraph, following such a demand, a majority of HOLDING's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for one 30-day period. (c) If at the time of any request by the Founding Stockholders for a Demand Registration, HOLDING has plans to file, within 60 days after such request, if a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, then no registration of the HOLDING Stock held by the Founding Stockholders shall be initiated requested under this Section 16.2 until 3.1.1 became effective within the preceding 90 days after (unless otherwise consented to by the effective date of such registration unless HOLDING is no longer proceeding diligently to effect such registration; provided that if such registration is for HOLDING Stock, then HOLDING shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 16.1 hereofBoard). (d) In addition, if the Founding Stockholders offering shares are advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 16.2 that the number of shares to be sold by such Founding Stockholders is greater than the number of such shares which can be offered without adversely affecting the offering, then the shares to be registered for each of the Founding Stockholders offering shares shall be reduced pro rata (based upon the number of shares proposed to be sold by each such Founding Stockholder) to a number deemed satisfactory by such managing underwriter.

Demand Registration Rights. (a) At any time after the date that is three years after twelfth monthly anniversary of the Closing Date, the holders (“Combining Partner Company Stockholders”) of 30% a majority of the shares of HOLDING Founder Stock issued (a) representing Registerable Securities owned by Partner Company Stockholders or their permitted transferees pursuant to the Founding Stockholders first sentence of Article XIV and (b) acquired by other stockholders of Founder on or prior to the closing of the IPO in connection with the acquisition of their companies by Founder pursuant to an agreement similar to this Agreement and the Other Agreements that Agreement, which shares have not been previously registered or sold and that which shares are not then entitled to be sold under Rule 144(k) 144 (or any similar or successor provision) promulgated under the 1933 Act without regard to manner of sale or volume limitations may request in writing that HOLDING Founder file a registration statement under the 1933 Act covering the registration of the shares of HOLDING Founder Stock issued to and held by the Combining Partner Company Stockholders or such Founding Stockholders pursuant to this Agreement and the Other Agreements permitted transferees (including any stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such HOLDING Founder Stock) then held by such Founding Stockholders (a "“Majority Demand Registration"”). Within ten (10) days of the receipt of such request, HOLDING Founder shall give written notice of such request to all other of Combining Partner Company Stockholders having such Founding Stockholders registration rights and shall, as soon as reasonably practicable but in no event later than 45 days after notice from the date on which HOLDING gave Combining Partner Company Stockholders requesting such notice to such Founding Stockholdersregistration, file and thereafter use its best efforts to cause to become effective a registration statement covering all such shares that and thereafter use commercially reasonable efforts to cause such Founding Stockholders have requested registration statement to be included in such registration, which requests must be delivered to HOLDING no later than 30 days following HOLDING's delivery of such notice to such Founding Stockholdersbecome effective. HOLDING Founder shall be obligated to effect only one Majority Demand Registration for all Founding Combining Partner Company Stockholders and will use commercially reasonable efforts to keep such Majority Demand Registration current and effective for 120 90 days (or such shorter period as is required to sell complete the distribution and sale of all of the shares registered thereonthereunder). (b) . Notwithstanding anything to the foregoing paragraphcontrary in this Section 16.2(a), following such a demand, a majority of HOLDING's the disinterested directors of Founder (i.e., i.e. directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for one a 30-day periodperiod in their sole discretion. (b) At any time after the twelfth monthly anniversary of the Closing Date, the holders of a majority of the shares of Founder Stock included in the Purchase Price (the “Purchase Price Stockholders”), which shares have not been previously registered or sold and which shares are not entitled to be sold under Rule 144 (or any similar or successor provision) promulgated under the 1933 Act without regard to manner of sale or volume limitations may request in writing that Founder file a registration statement under the 1933 Act covering the registration of a portion of such shares (including any stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such Founder Stock) representing more than 50% of the number of shares of Founder Stock included in the Purchase Price (a “Purchase Price Stockholder Demand Registration”). Within ten days of the receipt of such request, Founder shall, as soon as practicable but in no event later than 45 days after notice from the Purchase Price Stockholders requesting such registration, file a registration statement covering such shares and thereafter use commercially reasonable efforts to cause such registration statement to become effective. Founder shall be obligated to effect only one Purchase Price Stockholder Demand Registration and will use commercially reasonable efforts to keep such Purchase Price Stockholder Demand Registration current and effective for 90 days (or such shorter period as is required to complete the distribution and sale of all shares registered thereunder). Notwithstanding anything to the contrary in this Section 16.2(b), following such a demand, a majority of the disinterested directors of Founder (i.e. directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 30-day period in their sole discretion. (c) If at the time of any request by the Founding Stockholders for a Majority Demand Registration or Partner Company Stockholder Demand Registration (each a “Section 16.2 Registration”), HOLDING Founder has formulated plans to file, file within 60 days after such request, request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, then no registration of the HOLDING Founder Stock held by the Founding Stockholders shall be initiated under this Section 16.2 until 90 days after the effective date of such registration statement unless HOLDING Founder is no longer proceeding diligently to effect secure the effectiveness of such registrationregistration statement; provided that if such registration is for HOLDING Stock, then HOLDING Founder shall provide the Founding Partner Company Stockholders the right to participate in such public offering pursuant to, and subject to, Section 16.1 hereof16.1. (d) In addition, if the Founding Stockholders offering shares are advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 16.2 that the number of shares to be sold by such Founding Stockholders is greater than the number of such shares which can be offered without adversely affecting the offering, then the shares to be registered for each of the Founding Stockholders offering shares shall be reduced pro rata (based upon the number of shares proposed to be sold by each such Founding Stockholder) to a number deemed satisfactory by such managing underwriter.

Demand Registration Rights. (a) At any time after the date that is three years after the Closing DateAny Investors, the holders of 30Other Investors or Founders that, collectively, beneficially hold at least 5% of the shares of HOLDING Stock issued outstanding Shares (the “Initiating Holders”), by notice to the Founding Stockholders pursuant Company specifying the intended method or methods of disposition, may request that the Company effect the registration under the Securities Act for a Public Offering of all or a specified part of the Registrable Securities held by such Initiating Holders. Notwithstanding the foregoing, no Initiating Holder may request a registration unless the value of Registrable Securities that the Initiating Holders propose to this Agreement and the Other Agreements that have not been previously registered or sold and that are not then entitled to be sold under Rule 144(k) sell in such Public Offering on Form S-1 (or any successor provision) promulgated under other registration form that contains substantially the 1933 Act may request in writing that HOLDING file a registration statement under the 1933 Act covering the registration of shares of HOLDING Stock issued to such Founding Stockholders pursuant to this Agreement and the Other Agreements (including any stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such HOLDING Stock) then held same information required by such Founding Stockholders form) is at least twenty-five million dollars (a "Demand Registration"$25,000,000), or, in the case of any other registration on Form S-3, fifteen million dollars ($15,000,000) or, in either case, such lower amount as agreed by the Board. Within ten (10) days of the receipt of such request, HOLDING shall give written notice of such request to all other of such Founding Stockholders and shall, as soon as reasonably practicable but in no event later than 45 days after the date on which HOLDING gave such notice to such Founding Stockholders, file and thereafter The Company will then use its best efforts to cause (i) effect the registration under the Securities Act (including by means of a shelf registration pursuant to become Rule 415 under the Securities Act if so requested by a majority of the Initiating Holders and if the Company is then eligible to use such registration) of the Registrable Securities that the Company has been requested to register by such Initiating Holders together with all other Registrable Securities that the Company has been requested to register pursuant to Section 3.2 by other Holders, all to the extent required to permit the disposition of the Registrable Securities that the Company has been so requested to register, and (ii) if requested by an Initiating Holder, obtain acceleration of the effective a date of the registration statement covering all shares that such Founding Stockholders have requested relating to be included in such registration; provided, which requests must be delivered to HOLDING no later than 30 days following HOLDING's delivery of such notice to such Founding Stockholders. HOLDING however, that the Company shall not be obligated to take any action to effect only one Demand Registration for all Founding Stockholders and will keep any such Demand Registration current and effective for 120 days registration pursuant to this Section 3.1.1: (or such shorter period as is required a) prior to sell all the consummation of the shares registered thereon).first underwritten Public Offering following the Initial Public Offering if the Initiating Holders are exclusively Other Investors and/or Founders; (b) Notwithstanding during the foregoing paragraph, following such a demand, a majority effectiveness of HOLDING's disinterested directors (i.e., directors who have not demanded or elected any Principal Lock-Up Agreement entered into in connection with any registration statement pertaining to sell shares in any such an underwritten public offering) may defer the filing offering of securities of the Company for its own account (other than a Rule 145 Transaction, or a registration statement for one 30-day period.relating solely to employee benefit plans); (c) If at the time of any request by the Founding Stockholders for a Demand Registration, HOLDING has plans to file, within 60 days after such request, if a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, then no registration of the HOLDING Stock held by the Founding Stockholders shall be initiated requested under this Section 16.2 until 3.1.1 became effective within the preceding 90 days after (unless otherwise consented to by the effective date of such registration unless HOLDING is no longer proceeding diligently to effect such registration; provided that if such registration is for HOLDING Stock, then HOLDING shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 16.1 hereofBoard). (d) In addition, if the Founding Stockholders offering shares are advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 16.2 that the number of shares to be sold by such Founding Stockholders is greater than the number of such shares which can be offered without adversely affecting the offering, then the shares to be registered for each of the Founding Stockholders offering shares shall be reduced pro rata (based upon the number of shares proposed to be sold by each such Founding Stockholder) to a number deemed satisfactory by such managing underwriter.

Demand Registration Rights. (a) At any time after the date that is three years after first anniversary of the Closing Date, the holders (“Combining Partner Company Stockholders”) of 30% a majority of the shares of HOLDING Founder Stock issued (a) representing Registerable Securities owned by Partner Company Stockholder or his/her permitted transferees pursuant to the Founding Stockholders first sentence of Article XIV and (b) acquired by other stockholders of Founder on or prior to the closing of the IPO in connection with the acquisition of their companies by Founder pursuant to an agreement similar to this Agreement and the Other Agreements that Agreement, which shares have not been previously registered or sold and that which shares are not then entitled to be sold under Rule 144(k) 144 (or any similar or successor provision) promulgated under the 1933 Act without regard to manner of sale or volume limitations may request in writing that HOLDING Founder file a registration statement under the 1933 Act covering the registration of the shares of HOLDING Founder Stock issued to and held by the Combining Partner Company Stockholders or such Founding Stockholders pursuant to this Agreement and the Other Agreements permitted transferees (including any stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such HOLDING Founder Stock) then held by such Founding Stockholders (a "“Majority Demand Registration"”). Within ten (10) days of the receipt of such request, HOLDING Founder shall give written notice of such request to all other of Combining Partner Company Stockholders having such Founding Stockholders registration rights and shall, as soon as reasonably practicable but in no event later than 45 days after notice from the date on which HOLDING gave Combining Partner Company Stockholders requesting such notice to such Founding Stockholdersregistration, file and thereafter use its best efforts to cause to become effective a registration statement covering all such shares that and thereafter use commercially reasonable efforts to cause such Founding Stockholders have requested registration statement to be included in such registration, which requests must be delivered to HOLDING no later than 30 days following HOLDING's delivery of such notice to such Founding Stockholdersbecome effective. HOLDING Founder shall be obligated to effect only one Majority Demand Registration for all Founding Combining Partner Company Stockholders and will use commercially reasonable efforts to keep such Majority Demand Registration current and effective for 120 90 days (or such shorter period as is required to sell complete the distribution and sale of all of the shares registered thereonthereunder). (b) . Notwithstanding anything to the foregoing paragraphcontrary in this Section 16.2(a), following such a demand, a majority of HOLDING's the disinterested directors of Founder (i.e., i.e. directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for one a 30-day periodperiod in their sole discretion. (b) At any time after the twelfth monthly anniversary of the Closing Date, the holders of a majority of the shares of Founder Stock included in the Purchase Price (the “Purchase Price Stockholders”), which shares have not been previously registered or sold and which shares are not entitled to be sold under Rule 144 (or any similar or successor provision) promulgated under the 1933 Act without regard to manner of sale or volume limitations may request in writing that Founder file a registration statement under the 1933 Act covering the registration of a portion of such shares (including any stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such Founder Stock) representing more than 50% of the number of shares of Founder Stock included in the Purchase Price (a “Purchase Price Stockholder Demand Registration”). Within ten days of the receipt of such request, Founder shall, as soon as practicable but in no event later than 45 days after notice from the Purchase Price Stockholders requesting such registration, file a registration statement covering such shares and thereafter use commercially reasonable efforts to cause such registration statement to become effective. Founder shall be obligated to effect only one Purchase Price Stockholder Demand Registration and will use commercially reasonable efforts to keep such Purchase Price Stockholder Demand Registration current and effective for 90 days (or such shorter period as is required to complete the distribution and sale of all shares registered thereunder). Notwithstanding anything to the contrary in this Section 16.2(b), following such a demand, a majority of the disinterested directors of Founder (i.e. directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 30-day period in their sole discretion. (c) If at the time of any request by the Founding Stockholders for a Majority Demand Registration or Purchase Price Stockholder Demand Registration (each a “Section 16.2 Registration”), HOLDING Founder has formulated plans to file, file within 60 days after such request, request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, then no registration of the HOLDING Founder Stock held by the Founding Stockholders shall be initiated under this Section 16.2 until 90 days after the effective date of such registration statement unless HOLDING Founder is no longer proceeding diligently to effect secure the effectiveness of such registrationregistration statement; provided that if such registration is for HOLDING Stock, then HOLDING Founder shall provide the Founding Stockholders Partner Company Stockholder the right to participate in such public offering pursuant to, and subject to, Section 16.1 hereof16.1. (d) In addition, if the Founding Stockholders offering shares are advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 16.2 that the number of shares to be sold by such Founding Stockholders is greater than the number of such shares which can be offered without adversely affecting the offering, then the shares to be registered for each of the Founding Stockholders offering shares shall be reduced pro rata (based upon the number of shares proposed to be sold by each such Founding Stockholder) to a number deemed satisfactory by such managing underwriter.

Demand Registration Rights. (a) At any time after the date that is three years after first anniversary of the Closing Date, Stockholders or their permitted transferees, including the holders of 30% Class A Interests and Class B Interests in Consolidation Partners Founding Fund, L.L.C. that receive shares of Parent Stock upon the distribution thereof following the consummation of the IPO,("Founding Stockholders"), holding a majority of the Registrable Securities then outstanding, which shares of HOLDING Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements that have not been previously registered or sold and that which shares are not then entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act Act, may request in writing that HOLDING Parent file a registration statement under the 1933 Act covering the registration of such shares of HOLDING Stock Registrable Securities issued to such and held by the Founding Stockholders pursuant to this Agreement and the Other Agreements (including any stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such HOLDING Stock) then held by such Founding Stockholders their permitted transferees (a "Demand Registration"). Within ten (10) days of the receipt of such request, HOLDING Parent shall give written notice of such request to all other of such Founding Stockholders and shall, as soon as reasonably practicable but in no event later than 45 days after notice from the date on which HOLDING gave Founding Stockholders requesting such notice to such Founding Stockholdersregistration, file and thereafter use its best efforts to cause to become effective a registration statement covering all shares that such Founding Stockholders have requested to be included in such registration, which requests must be delivered to HOLDING no later than 30 days following HOLDING's delivery of such notice to such Founding Stockholdersshares. HOLDING Parent shall be obligated to effect only one Demand Registration for all Founding Stockholders Stockholders; provided, however, that Parent shall not be deemed to have satisfied its obligation under this Section 14.2 unless and will keep such until a Demand Registration covering all shares of Registrable Securities requested to be registered has been filed and become effective under the 1933 Act and has remained current and effective for 120 not less than 90 days (or such shorter period as is required to sell complete the distribution and sale of all of the shares registered thereonthereunder). (b) . Notwithstanding the foregoing paragraph, following such a demand, demand a majority of HOLDING's the disinterested directors of Parent (i.e., i.e. directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for one 30-a 30 day period. (c) . If at the time of any request by the Founding Stockholders for a Demand Registration, HOLDING Registration Parent has formulated plans to file, file within 60 days after such request, request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, then no registration of the HOLDING Stock held by the Founding Stockholders Registrable Securities shall be initiated under this Section 16.2 14.2 until 90 days after the effective date of such registration statement unless HOLDING Parent is no longer proceeding diligently to effect secure the effectiveness of such registrationregistration statement; provided that if such registration is for HOLDING Stock, then HOLDING Parent shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 16.1 hereof14.1. (d) In addition, if the Founding Stockholders offering shares are advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 16.2 that the number of shares to be sold by such Founding Stockholders is greater than the number of such shares which can be offered without adversely affecting the offering, then the shares to be registered for each of the Founding Stockholders offering shares shall be reduced pro rata (based upon the number of shares proposed to be sold by each such Founding Stockholder) to a number deemed satisfactory by such managing underwriter.