Common use of Demand Registration Clause in Contracts

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at any time after Upon the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a written notice request (a “Demand Registration Notice”) informing by a Principal Holder, Legacy Holder or any other Holder owning or controlling at least five percent (5%) of the Company of such Holder’s desire to have some or all of its then outstanding Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop orderadjustment pursuant to Section 3.04), injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed file with the Commission Commission, as soon as reasonably practicable after receiving the Demand Registration Noticepracticable, but in no event more than sixty (60) 30 days following the receipt of such noticethe Notice, a new registration statement and related prospectus covering (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities on (which may, at the option of the Holders giving such Notice, be a delayed or continuous basis (any such registration statement used under the Securities Act that provides for the resale of the Registrable Securities pursuant to satisfy Rule 415 from time to time by the Company’s obligations under this Section 2.2, the Holders (a “Demand Shelf Registration Statement”), which complies as ); provided that in no event shall the Company be required to form in all material respects with applicable Commission rules providing for file a Registration Statement prior to the sale by such Holder or group date that is 90 days after the consummation of Holders of such Registrable Securitiesthe Transactions. The Company agrees (subject to Section 2.3 hereof) to shall use its commercially reasonable efforts to cause the Demand each Registration Statement to be declared effective by the Commission as soon as practicablereasonably practicable after the initial filing of the Registration Statement. Subject Any Registration Statement shall provide for the resale pursuant to Section 2.3 hereofany method or combination of methods legally available to, and requested by, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing Holders of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement. To the extent the initial Registration Statement are is not made on Form S-3, the Company shall, upon becoming eligible for sale without to file a registration statement on Form S-3, prepare and file a new Registration Statement on Form S-3 to replace the initial Registration Statement and use its best efforts to cause such subsequent Registration Statement to be declared effective by the Commission as soon as reasonably practicable thereafter. The Company shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to Rule 144 this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (or any successor provisionthe “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) under shall comply as to form in all material respects with all applicable requirements of the Securities Act without volume limitations and shall not contain an untrue statement of a material fact or other restrictions omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Holder shall be limited to two demand registrations under this Section 2.01 in any twelve-month period (provided, however, that there shall be no limit on transfer thereunder, or (iii) the date on which number of Shelf Registration Statements that may be required by the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holderhereunder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event and the Company shall not be deemed obligated to have satisfied its registration obligation under this Section 2.2(a) with respect to file more than one Registration Statement within 120 days after the Registrable Securities so included, so long as such registration statement remains effective and not the subject date of any stop order, injunction or other order of Registration Statement filed by the Commission)Company.

Demand Registration. Subject to Sections 2.2(d2.2(c) and 2.3 3 hereof, at any time after the date that is 365 days 14 months after the IPO Closing Dateclosing date of the IPO, if the Company (i) is not eligible to use Form S-3 (or similar or successor form) or (ii) has failed to file the Shelf Registration Statement, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its their Registrable Securities registered for resale and specifying sale by the Company (a “Demand Registration”). Each Demand Registration Notice shall specify the number of Registrable Securities to be registered by the Company (“Demand Registration”)Company. Upon receipt of a Demand Registration Notice from a Holder requesting registration the Holders of at least 25% of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement Registration Statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities2), then the Company shall will cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty ninety (6090) days following receipt of such notice, a new registration statement Registration Statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which that complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such the Registrable Securities. The Company Securities (the “Demand Registration Statement”), and agrees (subject to Section 2.3 3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable following the filing thereof (if it is not an automatically effective Registration Statement). The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders of Registrable Securities as soon as practicable, and each Holder of Registrable Securities who wishes to participate in such Demand Registration Statement shall notify the Company in writing within five (5) Business Days after the receipt by the Holder of the notice from the Company, and shall specify in such notice the number of Registrable Securities to be included in the Demand Registration Statement. Subject to Section 2.3 3 hereof, the Company agrees to use commercially reasonable efforts to keep any the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such the Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under covered by such Demand Registration StatementStatement are no longer Registrable Securities. Notwithstanding the foregoing, the Company may at any time (includingtime, without limitation, in its sole discretion and prior to or after receiving a Demand Registration Notice from a any Holder), in its sole discretion, include all additional of any Holder’s Registrable Securities then outstanding or any portion thereof in any registration statementRegistration Statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand existing Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement Registration Statement remains effective and not the subject of any stop order, injunction or other order of the Commission) (any such Registration Statement, an “Other Registration Statement”). Furthermore, notwithstanding any provision of this Section 2.2(a) to the contrary, the Company shall have the option, in its sole discretion, to register pursuant to any Demand Registration Statement or Other Registration Statement, along with Registrable Securities that Holders have requested to be included in such Demand Registration Statement in accordance with this Section 2.2(a), any or all additional Registrable Securities that are outstanding.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at any time after Upon the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a written notice request (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some by Sponsor or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration Holders owning at least one million of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s then-outstanding Registrable Securities, if the Company has not already caused such Registrable Securities subject to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective byadjustment pursuant to Section 3.04, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company Partnership shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed file with the Commission Commission, as soon as reasonably practicable after receiving the Demand Registration Noticepracticable, but in no event more than sixty (60) 90 days following the receipt of such noticethe Notice, a new registration statement and related prospectus covering (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities on (which may, at the option of the Holders giving such Notice, be a delayed or continuous basis (any such registration statement used under the Securities Act that provides for the resale of the Registrable Securities pursuant to satisfy Rule 415 from time to time by the Company’s obligations under this Section 2.2, the Holders (a “Demand Shelf Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities). The Company agrees (subject to Section 2.3 hereof) to Partnership shall use its commercially reasonable efforts to cause the Demand each Registration Statement to be declared effective by the Commission as soon as practicablereasonably practicable after the initial filing of the Registration Statement. Subject Any Registration Statement shall provide for the resale pursuant to Section 2.3 hereofany method or combination of methods legally available to, and requested by, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing Holders of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement are eligible for sale without registration filed pursuant to Rule 144 this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (or any successor provisionthe “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) under shall comply as to form with all applicable requirements of the Securities Act without volume limitations and shall not contain an untrue statement of a material fact or other restrictions on transfer thereunder, omit to state a material fact required to be stated therein or (iii) necessary to make the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statementstatements therein not misleading. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company There shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to no limit on the Registrable Securities so included, so long as such registration statement remains effective and not number of Registration Statements that may be required by the subject of any stop order, injunction or other order of the Commission)Holders hereunder.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereofThe Company, at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a upon written notice demand (a “Demand Registration Notice”) informing of the Company Holder(s) of such Holder’s desire at least 51% of the Unit Warrants and/or the underlying securities (“Majority Holders”), agrees to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company register (a “Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration , on one occasion, all or any portion of the lesser of Units underlying this Unit Warrant, including the shares underlying the Warrants included in the Unit Warrant (i) two hundred thousand (200,000) collectively the “Registrable Securities”). On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than within sixty (60) days following after receipt of a Demand Notice and use its commercially reasonable efforts to have such registration statement or post-effective amendment declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 12(b) hereof and either: (i) the Holder was given the opportunity to exercise its rights under Section 12(b) hereof in connection with the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. A Demand Notice may be given at any time during a period of three (3) years beginning six (6) months from the Effective Date. The Company covenants and agrees to give written notice of its receipt of the Demand Notice by any Holder(s) to all other registered Holders of the Unit Warrants and/or the Registrable Securities within ten (10) days from the date of the receipt of such notice, Demand Notice. The Holders shall not effect more than two (2) Demand Registrations pursuant to this Section 12(a). A registration will not count as a new Demand Registration until the registration statement filed with the Commission with respect to such Demand Registration has been declared effective and related prospectus covering the resale Company has complied with all of its obligations under hereunder with respect thereto; provided, however, that if, after such registration statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the registration statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) the Majority Holders thereafter elect to continue the offering. The Company shall bear all fees and expenses attendant to the first Demand Registration pursuant to Section 12(a), including the reasonable and documented expenses of a single legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities on a delayed Securities, but the Holders shall pay any and all underwriting commissions or continuous basis brokerage fees related to the Registrable Securities, if applicable. The Holders shall bear all fees and expenses (including all underwriting commissions and the expenses of any such registration statement used legal counsel selected by the Holders to satisfy represent them) in connection with the Company’s obligations under this Section 2.2, the “second Demand Registration Statement”), which complies as to form described in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable SecuritiesSection 12(a) hereof. The Company agrees (subject to Section 2.3 hereof) to use its commercially reasonable efforts to cause the Demand Registration Statement filing required herein to become effective promptly and to qualify or register the Registrable Securities in such States as are reasonably requested by the Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a State in which such registration would cause: (i) the Company to be declared effective by obligated to register or license to do business in such State or submit to general service of process in such State, or (ii) the Commission as soon as practicable. Subject to Section 2.3 hereof, principal stockholders of the Company agrees to be obligated to escrow their shares of capital stock of the Company. The Company shall use its commercially reasonable efforts to keep cause any Demand Registration Statement continuously registration statement filed pursuant to the demand right granted under Section 12(a) to remain effective for a period of at least twelve (including the preparation and filing of any amendments and supplements necessary for that purpose12) until the earlier of (i) consecutive months from the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all Holders of the Registrable Securities covered by such Demand Registration Statement registration statement are eligible for sale without first given the opportunity to sell all of such securities. The Holders shall only use the prospectuses provided by the Company to sell the shares covered by such registration pursuant statements, and will immediately cease to Rule 144 (or use any successor provision) under prospectus furnished by the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) Company if the date on which Company advises the Holder that such prospectus may no longer be used due to a material misstatement or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)omission.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereofThe Company, at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a upon written notice demand (a “Demand Registration Notice”) informing of the Company Holder(s) of such Holder’s desire at least 51% of the Warrants and/or the underlying securities (“Majority Holders”), agrees to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company register (a “Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration , on one occasion, all or any portion of the lesser shares of Common Stock underlying this Warrant (i) two hundred thousand (200,000) collectively the “Registrable Securities”). On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than within sixty (60) days following after receipt of a Demand Notice and use its commercially reasonable efforts to have such registration statement or post-effective amendment declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 13(b) hereof and either: (i) the Holder was given the opportunity to exercise its rights under Section 13(b) hereof in connection with the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. A Demand Notice may be given at any time during a period of five (5) years beginning six (6) months from the Effective Date. The Company covenants and agrees to give written notice of its receipt of the Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days from the date of the receipt of such notice, Demand Notice. The Holders shall not effect more than two (2) Demand Registrations pursuant to this Section 13(a). A registration will not count as a new Demand Registration until the registration statement filed with the Commission with respect to such Demand Registration has been declared effective and related prospectus covering the resale Company has complied with all of its obligations under hereunder with respect thereto; provided, however, that if, after such registration statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the registration statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) the Majority Holders thereafter elect to continue the offering. The Company shall bear all fees and expenses attendant to the first Demand Registration pursuant to Section 13(a), including the reasonable and documented expenses of a single legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities on a delayed Securities, but the Holders shall pay any and all underwriting commissions or continuous basis brokerage fees related to the Registrable Securities, if applicable. The Holders shall bear all fees and expenses (including all underwriting commissions and the expenses of any such registration statement used legal counsel selected by the Holders to satisfy represent them) in connection with the Company’s obligations under this Section 2.2, the “second Demand Registration Statement”), which complies as to form described in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable SecuritiesSection 13(a) hereof. The Company agrees (subject to Section 2.3 hereof) to use its commercially reasonable efforts to cause the Demand Registration Statement filing required herein to become effective promptly and to qualify or register the Registrable Securities in such States as are reasonably requested by the Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a State in which such registration would cause: (i) the Company to be declared effective by obligated to register or license to do business in such State or submit to general service of process in such State, or (ii) the Commission as soon as practicable. Subject to Section 2.3 hereof, principal stockholders of the Company agrees to be obligated to escrow their shares of capital stock of the Company. The Company shall use its commercially reasonable efforts to keep cause any Demand Registration Statement continuously registration statement filed pursuant to the demand right granted under Section 13(a) to remain effective for a period of at least twelve (including the preparation and filing of any amendments and supplements necessary for that purpose12) until the earlier of (i) consecutive months from the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all Holders of the Registrable Securities covered by such Demand Registration Statement registration statement are eligible for sale without first given the opportunity to sell all of such securities. The Holders shall only use the prospectuses provided by the Company to sell the shares covered by such registration pursuant statements, and will immediately cease to Rule 144 (or use any successor provision) under prospectus furnished by the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) Company if the date on which Company advises the Holder that such prospectus may no longer be used due to a material misstatement or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)omission.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at any time Commencing on or after the six (6)-month anniversary of the date that of this Agreement and from time to time so long as there are any Registrable Securities outstanding, if the Company is 365 days after not eligible to file a Shelf Registration Statement under SEC Guidance, if the IPO Closing DateCompany has not caused a Shelf Registration Statement to be declared effective by the Commission in accordance with Section 2.4(a) or if the Shelf Registration Statement shall cease to be effective, each Holder subject to the minimum size limitations in Section 2.5(a), the Holder(s) holding a majority of Registrable Securities then outstanding may deliver collectively make one or more written requests to the Company a written notice for registration under the Securities Act of all or part of its or their Common Stock constituting Registrable Securities, including for the avoidance of doubt shares of Common Stock issued or issuable upon exercise of the Warrants and shares of Common Stock issued or issuable upon exchange of Common Partnership Units (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of The Holder(s) submitting the request for a Demand Registration Notice from a Holder requesting registration shall concurrently provide written notice of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) proposed registration to all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Holders. The Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed prepare and file with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, thereafter (but in no event more later than sixty (60) days following receipt of after such noticerequest for a Demand Registration), a new registration statement and related prospectus covering on an appropriate form which the resale of the Registrable Securities on Company is then eligible to use under SEC Guidance with respect to any Demand Registration (a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to and shall use commercially its reasonable best efforts to cause the any such Demand Registration Statement to be declared effective by the Commission as soon promptly as practicablereasonably practicable after the filing thereof. Subject Any request for a Demand Registration will specify the number of shares of Registrable Securities proposed to Section 2.3 hereof, be sold in the Company agrees offering thereof; provided that the requesting Holder(s) may change the number of Registrable Securities proposed to use commercially reasonable efforts be offered pursuant to keep any Demand Registration at any time prior to the Demand Registration Statement continuously being declared effective (including by the preparation and filing of any amendments and supplements necessary for that purpose) until Commission, in each case subject to the earlier of (i) minimum size limitations in Section 2.5(a). Under no circumstances shall the date that is Company be obligated to effect more than two (2) years after the date of effectiveness of such Demand Registrations in any twelve (12)-month period. Any Demand Registration Statement, (ii) the date shall be on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 Form S-3ASR (or any successor provisionform thereto) under to the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under extent available for such Demand Registration Statementpursuant to SEC Guidance. Notwithstanding The “Plan of Distribution” section of the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the permit all lawful means of disposition of Registrable Securities so includedSecurities, so long as such registration statement remains effective including firm-commitment underwritten public offerings, Alternative Transactions and sales not the subject of any stop order, injunction or other order of the Commission)involving a public offering.

Demand Registration. Subject If at anytime prior to Sections 2.2(d) the expiration of the Registration Period and 2.3 hereof, at any time after the date that is 365 days after the IPO Closing Datesix month anniversary of this Agreement, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its any Registrable Securities registered for resale and specifying the number of Registrable Securities to be shall not have been registered by the Company (“Demand Registration”). Upon receipt pursuant to Section 2.3 hereof, then Investor shall have the right by delivery of a Demand Registration Notice from a Holder requesting registration of written notice to the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable SecuritiesCompany, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus request that the Company then has effect a registration on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus Form S-3 covering the resale of the Registrable Securities on a delayed or continuous basis (not previously registered pursuant to Section 2.3; provided, however, that the Company shall not be obligated to effect any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of if (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which Investor proposes to sell less than all of the Registrable Securities covered held by Investor at an aggregate price to the public of less than $5,000,000, (ii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such Demand Registration Statement are eligible registration statement to become effective, (iii) in the event that the Company has, within the six (6) month period preceding the date of such request, already effected a registration on Form S-3 for sale without registration Investor pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunderthis Section 2.1, or (iiiiv) (A) in the good faith judgment of the Board of Directors of the Company, such registration would be seriously detrimental to the Company and the Board of Directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (B) the Company shall furnish to Investor a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of Investor, and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period. The date on which the Holder or Holders consummate Company receives such notice is referred to herein as the sale “Demand Date.” In the event that Form S-3 is unavailable and/or inappropriate for such a registration of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoingSecurities, the Company may at any time (includingshall use such other form or forms as are available and appropriate for such a registration, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect subject to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order consent of the Commission)Investor, which shall not be unreasonably withheld.

Demand Registration. Subject to Sections 2.2(d2.1(f) and 2.3 2.2 hereof, at any time after the date that is 365 180 days after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 2.1 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 2.2 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a2.1(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, If at any time after prior to the fifth anniversary of the date that is 365 days after the IPO Closing Date, each Holder may deliver to of this Agreement the Company shall receive from a Purchaser a written notice request (a “"Demand Registration Notice”Request") informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company register on Form X-0, Xxxx X-0 or any successor form of registration under the Securities Act, or, if available, on Form S-3 or any successor form of registration under the Securities Act (or if such form is not available, any registration statement form then has on file with, and which has been declared effective by, available to the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Company) Registrable Securities), then the Company shall cause (a) promptly given written notice to be filed the other Purchaser of the Demand request and (b) prepare and file with the Commission as soon as reasonably practicable after receiving the Demand Registration Noticepracticable, but in no event more later than sixty forty-five (6045) days following after receipt of such noticeDemand Request, a new registration statement and related prospectus covering (a "Demand Registration Statement") to effect such registration. The Company shall use its best efforts to cause the resale Registrable Securities specified in such Demand Request, together with all of such portion of the Registrable Securities on of the other Purchaser joining in such request as are specified in a delayed or continuous basis (any written request within 10 days after receipt of such registration statement used to satisfy written notice from the Company’s obligations under this Section 2.2, (collectively, the “"Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof") to use commercially reasonable efforts to cause the Demand Registration Statement to become or be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereofThe Company shall provide copies of all correspondence to, and from, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective Commission within twenty-four (including 24) hours after receipt, or delivery, as the preparation and filing case may be, of any amendments such correspondence. Each such Demand Request shall: (a) include an initial request to register Registrable Securities having an aggregate offering value of not less than the lesser of all of the Registrable Securities then owned by the Purchaser or $5 million (or Registrable Securities having an aggregate offering value of not less than $5 million when combined with a concurrent Demand Request from the other Purchaser); (b) specify the number of Demand Registrable Securities intended to be offered and supplements necessary for that purposesold by the Purchaser pursuant thereto; (c) until express the earlier present intention of (i) the date that is two (2) years after Purchaser to offer or cause the date offering of effectiveness of such Demand Registrable Securities pursuant to such Demand Registration Statement, (iid) describe the date on which all nature or method of the distribution of such Demand Registrable Securities covered by pursuant to such Demand Registration Statement are eligible for sale without registration pursuant (including, in particular, whether the Purchaser plans to Rule 144 effect such distribution by means of an underwritten offering); (or any successor provisione) under identify the proposed Demand Managing Underwriter, if any; and (f) contain the undertaking of the Purchaser to provide all such information and materials and take all such actions as may be required in order to permit the Company to comply with all applicable requirements of the Securities Act, the Exchange Act without volume limitations or other restrictions on transfer and the rules and Regulations of the Commission thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all and to obtain any desired acceleration of the Registrable Securities registered under effective date of such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereof, If at any time after the date that is 365 days after the IPO Closing DateJuly 21, each Holder may deliver to the Company 2000, Efficient shall receive from Cabletron a written notice request (a “"Demand Registration Notice”Request") informing that Efficient register on Form S-1 or Form S-3 under the Company of Securities Act (or if such Holder’s desire form is not available, any registration statement form then available to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000Efficient) Registrable Securities or (ii) all equal to at least 2,000,000 shares of the Voting Securities of Efficient outstanding on the date of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities)Demand Request, then the Company Efficient shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Registrable Securities specified in such Demand Registration Statement Request (the "Demand Registrable Securities") to be declared effective by registered as soon as reasonably practicable so as to permit the Commission offering and sale thereof and, in connection therewith, shall prepare and file with the SEC as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep and in any event within thirty (30) days, after receipt of such Demand Request, a registration statement (a "Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for Statement") to effect such registration; provided, however, that purpose) until the earlier of each such Demand Request shall: (i) specify the date that is two number of Demand Registrable Securities intended to be offered and sold by Cabletron pursuant thereto (2) years after which number of Demand Registrable Securities shall not be less than 2,000,000 of the Voting Securities of Efficient outstanding on the date of effectiveness such Demand Request); (ii) express the present intention of Cabletron to offer or cause the offering of such Demand Registrable Securities pursuant to such Demand Registration Statement, (iiiii) describe the date on which all nature or method of the distribution of such Demand Registrable Securities covered by pursuant to such Demand Registration Statement are eligible for sale without registration pursuant (including, in particular, whether Cabletron plans to Rule 144 effect such distribution by means of an underwritten offering); and (or any successor provisioniv) under contain the undertaking of Cabletron to provide all such information and materials and take all such actions as may be required in order to permit Efficient to comply with all applicable requirements of the Securities Act, the Exchange Act without volume limitations or other restrictions on transfer and the rules and Regulations of the SEC thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all and to obtain any desired acceleration of the Registrable Securities registered under effective date of such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereofThe Stockholders may, by the Stockholder Representative giving at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver least 60 days' prior written notice to the Company (the "Demand Notice"), make one demand during each of (i) the one year period commencing on the first anniversary of the Effective Date, (ii) the one year period commencing on the second anniversary of the Effective Date and (iii) the one year period commencing on the third anniversary of the Effective Date (each, a "Demand Registration Period") that the Company prepare and file with the Commission during the Demand Registration Period in which the Demand Notice is given, and subject to Section 2.4 below, the Company shall prepare and file during such Demand Registration Period, a Registration Statement on Form S-3 (or other appropriate form) (a "Demand Registration Statement") for an Offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act. covering such number of Registrable Securities, if any, then owned by the Stockholders not exceeding, in the aggregate, one-quarter (1/4) of the Shares. The Stockholders shall not be entitled to make more than one demand during any Demand Registration Period, unless the Company and the Stockholder Representative agree otherwise; provided, however, that written notice (a “of such demand may be given no earlier than 60 days prior to the commencement of the Demand Registration Notice”) informing the Company of Period to which such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the demand relates. The number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a under any Demand Registration Notice from a Holder requesting registration Statement shall be apportioned among the Stockholders in proportion to the number of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of then held by each such Holder’s Registrable SecuritiesStockholder. Subject to Section 2.4 below, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed use its best efforts to have satisfied its registration obligation under this Section 2.2 with respect to file such Registrable Securities), then the Company shall cause to be filed with the Commission Demand Registration Statement as soon as reasonably practicable after receiving the Company receives the Demand Registration Notice, but in no any event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for Statement shall be filed no later than 60 days after the sale by such Holder or group of Holders of such Registrable SecuritiesCompany receives the Demand Notice. The Company agrees (subject to Section 2.3 hereof) to will use commercially reasonable its best efforts to cause the any Demand Registration Statement to be declared effective by the Commission as soon as practicablereasonably practicable after the filing thereof with the Commission. Subject to Section 2.3 2.5 hereof, the Company agrees to use commercially reasonable efforts to will keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible effective for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not reasonably specified in the subject plan of any stop order, injunction or other order of the Commission)distribution contained therein.

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereof, at At any time and from time to time following the Closing, the Majority Investor Parties shall have the right, by delivering a written notice to the Company (a “Demand Notice”), to require the Company to register under and in accordance with the provisions of the Securities Act on Form S-1 or any similar long-form registration statement the number of Registrable Securities Beneficially Owned by Investor Parties and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that the Company shall not be required to effect a Demand Registration pursuant to this Section 2.1(a) after the date Company has effected three (3) Demand Registrations pursuant to this Section 2.1(a); and provided further, that is 365 days after the IPO Closing Date, each Holder may Investor Parties shall not be entitled to deliver to the Company more than two (2) Demand Registrations in any 12-month period and, in any event, a written notice Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by Investor Parties includes at least 10% of the originally issued shares of the Registrable Securities issued upon conversion of Preferred Stock originally issued to Investor Parties or is reasonably expected to result in aggregate gross cash proceeds in excess of $10,000,000 (without regard to any underwriting discount or commission). A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of a Demand Notice, the Company shall use its commercially reasonable efforts to file, as promptly as reasonably practicable, but not later than 60 days after receipt by the Company of such Demand Notice, a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by Investor Parties in accordance with the methods of distribution elected by the Majority Investor Parties (a “Demand Registration NoticeStatement”) informing the Company of such Holder’s desire to have some or all of and shall use its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand such Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) as promptly as practicable after the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)filing thereof.

Demand Registration. Subject At any time prior to Sections 2.2(d) and 2.3 the fifth anniversary hereof, at any time after [*] or its transferee shall have the date that is 365 days after the IPO Closing Date, each Holder may deliver right exercisable by written notice to the Company a written notice (a “the "Demand Registration Notice”) informing Request"), to have the Company of such Holder’s desire to have some or all of its Registrable prepare and file with the Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Exchange Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities"SEC"), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in on no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees one (subject to Section 2.3 hereof8 below) occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of the Company counsel, to use commercially reasonable efforts comply with the provisions of the Securities Act, so as to cause permit a public offering and sale of the Demand Registration Statement to be declared effective Warrant Shares for nine (9) consecutive months by the Commission as soon as practicable[*]. Subject to Section 2.3 hereofNotwithstanding anything else herein contained, the Company agrees will have no obligation to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation prepare and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without file a registration pursuant to Rule 144 (or any successor provision) statement under the Securities Act without volume limitations pursuant to this Section 6 other than on Form S-3 if available to the Company (or the equivalent thereto if such form is no longer generally available). The Company shall be entitled to postpone for up to six (6) months the filing of any registration statement otherwise required to be prepared and filed by the Company pursuant to this Section 6 if at the time the Company receives a request for registration the Board of Directors of the Company determines, in its reasonable business judgment, that the filing of such registration statement and the offering of the Warrant Shares pursuant thereto would interfere with any financing, acquisition, corporate reorganization or other restrictions on transfer thereundermaterial transaction by the Company, or and the Company promptly gives [*] notice of such determination and postponement. If the Company shall so postpone the filing of a registration statement, [*] shall have the right to withdraw the request for registration by giving written notice to the Company within fifteen (iii15) the date on which the Holder or Holders consummate the sale of all days after receipt of the Registrable Securities registered under Company's notice of postponement (and, in the event of such Demand Registration Statementwithdrawal, such request shall not be deemed a request for registration which may be made pursuant to this Section 6. Notwithstanding the foregoing, the Company may at any time (includingwill have no obligation to prepare and file a registration statement under the Securities Act, without limitation, prior if to or after receiving do so would require a Demand Registration Notice from a Holder), special audit of the Company's balance sheet and related financial statements in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any connection with the preparation of the registration statement, including by virtue even if, as a result, the filing of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf the registration statement pursuant to Rule 462(b) under would be delayed until after the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order completion of the Commission)Company's next regular audit.

Demand Registration. Subject (a) In addition to Sections 2.2(dthe rights contained in the foregoing provisions of this Section 3, the Company shall use commercially reasonable efforts to effect a registration with respect to an offering of all or part of the Registrable Securities if requested by the Holders of a majority of the Registrable Securities (the "REQUESTING HOLDERS") by written notice delivered not earlier than the time the Voting Common Stock becomes eligible for quotation on the OTC Bulletin Board Service owned and operated by the National Association of Securities Dealers, Inc. and not later than 24 months following the Closing Date (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Holder or Holders); provided, however, that the Company shall not be obligated to effect any such registration (i) if the Requesting Holders, together with the Other Stockholders (if any) and 2.3 hereofthe Company, propose to sell a total of less than 100,000 shares of Voting Common Stock; (ii) 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 by the Securities Act; or (iii) during the period starting with the date 60 days before the Company's good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a Company-initiated registration pursuant to which the Holders would have registration rights under Section 3.2; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. The Holders may at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying increase the number of Registrable Securities to be registered by sold pursuant to such registration statement. The notice regarding the Company (“Demand Registration”). Upon receipt number of a Demand Registration Notice from a Holder requesting registration shares of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part disposed of an existing shelf registration statement and related prospectus that the Company then has on file withmay include shares of Voting Common Stock which have not yet been issued, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 but with respect to such Registrable Securities), then which the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securitieshave exercised their conversion rights. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to shall use commercially reasonable efforts to keep any Demand Registration Statement continuously the registration statement filed pursuant to this Section 3.4(a) effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after second anniversary of the date of effectiveness of such Demand Registration Statement, Closing Date and (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under Holders have completed the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) distribution described in the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereof, at At any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to when the Company a written notice (a “Demand is eligible to register the Registrable Securities for resale by the investors on an appropriate Registration Notice”) informing Statement with the SEC, Investors holding at least 35% of the then issued Registrable Securities may request that the Company of such Holder’s desire to have register some or all of the Registrable Securities pursuant a Registration Statement by submitting a Filing Notice with the Company (each a “Demand Registration”). After receipt of each Filing Notice, the Company shall prepare and file with the SEC, on or before the Filing Date, a Registration Statement covering the resale of all Registrable Securities requested to be included in such Demand Registration or such maximum portion of such Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use its reasonable commercial efforts to obtain the registration of all such Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on the appropriate form under the Securities Act and shall contain (unless otherwise directed by at least a majority in interest of the Investors) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its reasonable commercial efforts to cause a Registration Statement filed hereunder to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its reasonable commercial efforts to keep such Registration Statement current and continuously effective under the Securities Act until such date as all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) in the opinion of counsel to the Investors, (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (I) may be sold without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or (II) the Company is in compliance with the current public information requirement under Rule 144 (the “Effectiveness Period”). Such Registration Statement (including any amendments or supplements thereto and prospectuses contained therein), except for information provided by an Investor or any transferee of an Investor, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Investors via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SEC, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the SEC as required by Rule 424. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used its reasonable commercial efforts to obtain the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities registered for resale and specifying Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the Company (“Demand Registration”case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders). Upon receipt In the event of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securitiescutback hereunder, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 give the Investor at least five (5) Trading Days prior written notice along with respect the calculations as to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the CompanyInvestor’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)allotment.

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereofIf, at any time on or after the date that is 365 days after of this Agreement, the IPO Closing DateInvestors convert the Warrants into New Preferred Stock, each Holder may deliver such Investors shall have the right to require the Company to, pursuant to the terms of this Agreement, register all or part of their Registrable Securities (a “Demand Registration”) by delivering to the Company a written notice (a “Demand Registration Notice”) informing stating that such right is being exercised, naming, if applicable, the Company of such Holder’s desire to have some or all of its Investors whose Registrable Securities registered for resale are to be included in such registration (collectively, the “Demanding Shareholders”), and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all each of such HolderDemanding Shareholder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus in such registration; provided that the Company then has on file withshall not be obligated to effect, and in total, more than two such Demand Registrations. If the filing of a Registration Statement pursuant to this Agreement would require the Company to make a public disclosure of material non-public information, which has been declared effective bydisclosure, in the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement good-faith judgment of the Commission Company based on the advice of counsel, (i) would be required to be made in which event such Registration Statement so that such Registration Statement would not be materially misleading, (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement or (iii) would reasonably be expected to adversely affect in any material respect the Company shall be deemed or its business or the Company’s ability to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities)effect a bona fide material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such action to the Demanding Shareholders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement; provided that the Company shall cause not be permitted to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event do so (x) more than sixty once in any six-month period or (60y) for any single period of time in excess of 90 days, or for periods exceeding, in the aggregate, 90 days following receipt during any 12-month period. In order to defer the filing of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used Registration Statement pursuant to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof2, the Company agrees shall promptly (but in any event within 10 days), upon determining to use commercially reasonable efforts seek such deferral, deliver to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all each Demanding Shareholder a certificate signed by an executive officer of the Registrable Securities covered by Company stating that the Company is deferring such Demand Registration Statement are eligible for sale without registration filing pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all this Section 2 and a statement of the Registrable Securities registered under reason for such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to deferral and an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order approximation of the Commission)anticipated delay.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the The Company shall cause the Registration ------------------- Statement required to be filed with the Commission pursuant to Section 7.1 hereof to become effective as soon as reasonably practicable after receiving the Demand Registration Noticefiling, but in no event more later than sixty six (606) days following receipt of months after the Phase I Closing Date ("Registration Deadline"). In the event such noticeregistration is not so declared effective or does not include all Shares, a new registration statement and related prospectus covering holder of Registrable Securities shall have the resale right to require by notice in writing that the Company register all or any part of the Registrable Securities on held by such holder (a delayed or continuous basis "Demand Registration") and the Company shall thereupon effect such registration in accordance herewith (any which may include adding such shares to an existing shelf registration). The parties agree that if the holder of Registrable Securities demands registration of less than all of the Registrable Securities, the Company, at its option, may nevertheless file a registration statement covering all of the Registrable Securities. If such registration statement used is declared effective with respect to satisfy all Registrable Securities and the Company’s Company is in compliance with its obligations under this Section 2.2Agreement, the “Demand Registration Statement”)demand registration rights granted pursuant to this Section shall cease. If such registration statement is not declared effective with respect to all Registrable Securities or if the Company is not in compliance with such obligations, which complies as to form the demand registration rights described herein shall remain in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securitieseffect. The Company agrees shall not be obligated to effect a Demand Registration as described above: (subject i) if all of the Registrable Securities held by the holder of Registrable Securities which are demanded to Section 2.3 hereof) to use commercially reasonable efforts to cause be covered by the Demand Registration Statement to be declared are, at the time of such demand, included in an effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, registration statement and the Company agrees is in compliance with its obligations under this Agreement; (ii) if all of the Registrable Securities may be sold under Rule 144(k) of the Act and the Company's transfer agent has accepted an instruction from the Company to use commercially reasonable efforts to keep such effect; or (iii) at any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is time after two (2) years after from the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)Closing Date.

Demand Registration. Subject (a) If the Preferred Shares are not redeemed by the Company pursuant to Sections 2.2(d) and 2.3 hereofthe Articles Supplementary on or before March 15, 2024, at any time after the date that is 365 days after the IPO Closing Datesuch date, each Holder Modiv may deliver to the Company make a written notice demand (such written demand a “Demand Registration Notice”Registration” and which written demand may be sent via e-mail) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on an effective Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415. Subject to the provisions of Section 2(b) hereof, the Company shall prepare and file with the SEC, as soon thereafter as reasonably practicable, but not more than thirty (any such registration statement used to satisfy 30) days after the Company’s obligations under this Section 2.2receipt of the Demand Registration, a Registration Statement on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form) in accordance herewith and which Registration Statement shall contain substantially the “Demand Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B, with such changes mutually agreed upon by the Company and Modiv or its permitted assigns prior to the filing of such Registration Statement”), which complies . Such Registration Statement shall comply as to form in all material respects with the requirements of the applicable Commission rules providing for form and include all financial statements required by the sale SEC to be filed therewith. Modiv shall not be required to be named as an “underwriter” in a Registration Statement filed pursuant to this Agreement without Modiv’s prior written consent, unless requested by such Holder SEC Guidance. Except as otherwise provided in this Agreement, under no circumstances shall the Company be obligated to effect more than an aggregate of one (1) registration pursuant to a Demand Registration under this Section 2(a) with respect to any or group of Holders of such all Registrable Securities. The Subject to the terms of this Agreement, the Company agrees (subject to Section 2.3 hereof) to shall use commercially reasonable efforts to cause the Demand a Registration Statement filed pursuant to this Agreement to be declared effective by the Commission as soon as practicablereasonably practicable after its initial filing. Subject to Section 2.3 hereof, The Company shall promptly notify Modiv by e-mail of the effectiveness of a Registration Statement on the same day that the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including telephonically confirms effectiveness with the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after SEC, which shall be the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. The Company shall promptly file a final Prospectus with the SEC as required by Rule 424. Notwithstanding anything to the foregoingcontrary herein, to the extent the Preferred Shares have been redeemed in full by the Company may at any time (includingfor Redemption Shares, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(bthis Section 2(a) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)inapplicable.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereofIf the Company shall receive, at any time after the Effectiveness Date of the Registration Statement pursuant to a mandatory registration under Section 2(a) but prior to five (5) years from the date that is 365 days after the IPO Closing Dateof this Agreement, each Holder may deliver to the Company a written notice request from the Holders of a majority in interest of the Warrant Shares (a the “Demand Registration NoticeInitiating Holders”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, a registration statement under the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities)Securities Act, then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Noticeshall, but in no event more than sixty within fifteen (6015) days following after the receipt of such noticewritten request, give written notice of such request to all Holders (the “Demand Notice”), and file by the Demand Filing Date a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis Registration Statement (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”) under the Securities Act covering all Warrant Shares requested to be registered by the Holders in a written request received by the Company within fifteen (15) days of the mailing of the Demand Notice, provided that such Registration Statement must be declared effective by the Commission by the Demand Effectiveness Date. The Demand Registration Statement required hereunder shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Warrant Shares on Form SB-2, in which case the Demand Registration Statement shall be on another appropriate form). The Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as Exhibit A (which complies as may be modified to form in all material respects with applicable Commission rules providing for respond to comments, if any, received by the sale by such Holder or group of Holders of such Registrable SecuritiesCommission). The Company agrees shall (subject i) not permit any securities other than the Warrant Shares to Section 2.3 hereofbe included in the Demand Registration Statement and (ii) to use commercially reasonable its best efforts to cause the Demand Registration Statement to be declared effective by under the Commission Securities Act as soon promptly as practicable. Subject to Section 2.3 hereofpossible after the filing thereof, the Company agrees to use commercially reasonable efforts and to keep any such Demand Registration Statement continuously effective (including under the preparation and filing of any amendments and supplements necessary for that purpose) Securities Act until such date as is the earlier of (ix) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which when all of the Registrable Securities Warrant Shares covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, have been sold or (iiiy) the date on which the Holder or Holders consummate Warrant Shares may be sold without any restriction pursuant to Rule 144(k) as determined by the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, counsel to the Company may at any time pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (including, without limitation, prior the “Demand Effectiveness Period”). The Company shall not be required to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, effect a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(bthis Section 2(b): (aa) under the Securities Act (in which event after the Company shall be deemed has effected one Demand Registration Statement pursuant to have satisfied its registration obligation under this Section 2.2(a2(b), and such registrations have been declared or ordered effective; and (bb) during the period starting with respect the date sixty (60) days prior to the Registrable Securities so includedCompany’s good faith estimate of the date of the filing of, so long as and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated Registration Statement subject to Section 2(c), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)to become effective.

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereof, at any time after One year following the date that is 365 days after of this Agreement and subject to the IPO Closing Dateterms herein, each Holder RSJ or holders of a majority of the Registrable Securities then outstanding (the "Majority Holders") (the Majority Holders and RSJ may deliver sometimes hereinafter be referred to as the "Requester") may by written notice to the Company a written notice (a “"Demand Registration Notice”") informing request the Company to effect the Registration of such Holder’s desire to have some all or all part of its the Registrable Securities registered for resale owned by such Requester and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”)their respective Affiliates. Upon receipt of such a Demand Registration Notice from a Holder requesting registration of the lesser of request, (i) two hundred thousand the Company shall promptly (200,000but in no event later than twenty (20) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities or who shall then have twenty (20) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration, and (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such shall as soon as practicable, cause the Registrable Securities specified in such Demand Notice and the Registrable Securities held by the other holders of Registrable Securities who gave such notice to the Company, to be included Registered and/or qualified for sale and distribution in such jurisdictions as part the Requester may reasonably request. The Company shall use its reasonable best efforts to cause such Registration and/or qualification to be complete as soon as practicable, but in no event later than sixty (60) days, after receipt of an existing shelf registration statement the Demand Notice. The Company shall be obligated to effect no more than two (2) Registrations requested by RSJ and related prospectus shall be obligated to effect no more than two (2) Registrations requested by the Majority Holders under this Section 2.1; provided that a Registration shall not be deemed to have been effected under this Section 2.1 unless (i) all Registrable Securities set forth in such Demand Notice are Registered in such Registration, (ii) the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and offering of Registrable Securities pursuant to such Registration is not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to other than any such Registrable Securities)stop order, then the Company shall cause to be filed with injunction, or other requirement of the Commission as soon as reasonably practicable after receiving prompted by act or omission of the Demand Registration Notice, but in no event more than sixty (60) days following receipt Holders of such notice, a new registration statement and related prospectus covering the resale majority of the Registrable Securities on requested to be included therein) and (iii) such Registration is closed, or withdrawn at the request of the Requester (other than as a delayed or continuous basis (any such registration statement used result of a material adverse change to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep shall not include in any Demand Registration Statement continuously effective (including any securities which are not Registrable Securities without the preparation and filing prior written consent of any amendments and supplements necessary for that purpose) until the earlier Holders of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all a majority of the Registrable Securities covered by requested to be included therein. If the underwriters for such Demand Registration Statement are eligible for sale without registration pursuant advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to Rule 144 (or any successor provision) under be included in such Registration exceeds the number of Registrable Securities Act without volume limitations or and other restrictions on transfer thereundersecurities, or (iii) if any, which can be sold in an orderly manner in such offering within a price range acceptable to the date on which the Holder or Holders consummate the sale of all a majority of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoingrequested to be included therein, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, shall include all additional the number of Registrable Securities then outstanding or any portion thereof which can be so sold in any registration statementthe following order of priority: (a) first, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so includedrequested to be included by the Requester, so long as which in the opinion of such registration statement remains effective and not underwriter can be sold in an orderly manner within the subject price range of any stop ordersuch offering, injunction or other order pro rata among them on the basis of the Commission)number of Registrable Securities requested to be included therein by each such Holder, and (b) second, other securities requested to be included therein to the extent permitted hereunder.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at At any time after following the date that is 365 180 days after following the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such shall be requested (a “ Registration Request”) by Holders holding at least a majority of the then outstanding Registrable Securities to be included as part effect the registration under the Securities Act of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall (i) within ten (10) days of the receipt of such Registration Request, give written notice of such request to all Holders describing the terms of such registration and, if applicable, the underwriting and (ii) as soon as practicable cause to be prepared and filed with the Commission as soon as reasonably practicable after receiving the Demand a Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering Statement providing for the resale of all Registrable Securities which Holders request to be registered. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on a delayed or continuous basis (any Form S-3, in which case such registration statement used to satisfy the Company’s obligations under this Section 2.2shall be on Form SB-2, the “Demand Registration Statement”), which complies as to Form S-1 or another appropriate form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securitiesaccordance herewith). The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to shall cause the Demand Registration Statement to be declared effective by under the Commission Securities Act as soon promptly as practicablepossible after the filing thereof. Subject to Section 2.3 hereof, The Company shall keep the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including under the preparation and filing of any amendments and supplements necessary for that purpose) Securities Act until the earlier of (i) the date that is when all Registrable Securities covered by such Registration Statement have been sold. The Company shall not be obligated to file and cause to become effective more than two (2) years after Registration Statements pursuant to this Section 2.2. A Registration Statement shall not be counted for purposes of the date of effectiveness of foregoing until such Demand time as such Registration Statement, (ii) Statement has been declared effective by the date on which Commission and all of the Registrable Securities covered by offered pursuant to such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under sold thereunder upon the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective price and not the subject of any stop order, injunction or other order of the Commission)terms offered.

Demand Registration. Subject At any time and from time totime (i) if the Closing has occurred under the Merger Agreement on or prior to Sections 2.2(d) and 2.3 the date hereof, at any time after 180 days following the Closing Date under the Merger Agreement and (ii) if the Closing under the Merger Agreement has not occurred on or prior to the date hereof, after the date hereof, upon written request by the Requisite Holders that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a written notice effect the registration under the Securities Act of all or part of the Registrable Securities (a “"Demand Request"), the Company will use reasonable best efforts to register the Registrable Securities which the Company has been so requested to register by the Holders under the Securities Act for resale by the Holders in an underwritten offering (a "Demand Offering") pursuant to a registration statement (the "Demand Registration Notice”Statement") informing that has been declared effective by the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to Commission, which registration statement shall be registered kept effective by the Company until the earlier of such time as the Demand Offering is completed or the expiration of 60 days following the effectiveness of the Demand Registration Statement; provided that the Company shall not be obligated to effect a Demand Offering that is underwritten for Requisite Holders hereunder, but instead may effect a Demand Offering by registering resale transactions involving a non-underwritten distribution of Registrable Securities, if the Registrable Securities sought to be included in such Demand Offering by such Requisite Holders have an aggregate Reference Value of less than $30,000,000. The Company will use reasonable best efforts to have each Demand Registration Statement declared effective by the Commission within ninety (“90) days after receipt of such request or within sixty (60) days after receipt of such request if the Company is qualified to file a registration statement on Commission Form X-0, X-0 or any successor or similar short-form registration statement (collectively, "Commission Form S-3"). Subject to subdivision (g), the Company may include in such Demand Registration”)Registration Statement and Demand Offering other securities of the Company for sale, for the Company's account or for the account of any other person. Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable SecuritiesRequest, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall promptly give written notice of such request to all Holders, and all Holders shall be deemed afforded the opportunity to have satisfied its registration obligation under this Section 2.2 with respect participate in such request as follows: subject to such Registrable Securitiessubdivision (f), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the will include in each Demand Registration Notice, but Statement and Demand Offering such number of Registrable Securities of any Holder joining in no event more than sixty (60) such request as are specified in a written request by the Holder received by the Company within 20 days following after receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy written notice from the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all The Rightsholders of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains a majority in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale interest of the Registrable Securities shall have the right at any time commencing one year after the Closing Date and on or prior to six years from the Closing Date, to make one (1) written demand upon the Company for registration under the Securities Act of all or part of their remaining Registrable Securities (a delayed or continuous basis "Demand Registration"). Any such request shall specify the aggregate amount of Registrable Securities proposed to be sold and shall also specify the intended method of disposition thereof. Within fifteen (any 15) business days after receipt of such request, the Company shall give written notice (the "Demand Notice") of such registration statement used request to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to other Rightsholders and thereupon shall use commercially reasonable efforts to cause register such Registrable Securities (and any of the Company's other equity securities which may be included therewith pursuant to Section 2(b)(ii) hereof) and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) business days after the receipt by the applicable Rightsholders of the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, Notice; provided that the Company agrees shall have the right to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including delay the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement(a) for such reasonable period of time until the Company receives or prepares financial statements for the fiscal period most recently ended prior to such written request, if necessary to avoid the use of stale financial statements, or (iiB) if the date on which all of the Registrable Securities covered by Company would be required to divulge in such Demand Registration Statement are eligible for sale without registration pursuant the existence of any fact relating to Rule 144 (a material business situation, transaction or any successor provision) under negotiation not otherwise required to be disclosed or if the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale board of all directors of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall determine in good faith that the Demand Registration to be deemed effected would be materially adverse to the Company, in which case the Company shall have satisfied its registration obligation under the right to delay such filing for a period of one hundred (100) days. The Company shall not be required to effect more than one (1) Demand Registration pursuant to this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission2(b).

Demand Registration. (a) Subject to Sections 2.2(d) the terms and 2.3 hereofconditions of this Agreement, including Section 2(c), if at any time after the date that is 365 days after the IPO Closing Datefollowing June 23, each Holder may deliver to 2011, the Company receives a written notice (a “Demand Registration Notice”) informing request from the Investor Representative on behalf of any Electing Investors that the Company of such Holder’s desire to have some or all of its register under the Securities Act Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of representing (i) two hundred thousand (200,000) Registrable Securities at least 5,500,000 shares of Common Stock or (ii) all any amount of such Holder’s Registrable Securities, shares of Series B Preferred then outstanding if the Company has Shareholder Approvals have not already caused been obtained at such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities)time, then the Company shall cause to be filed with the Commission file, as soon promptly as reasonably practicable after receiving but no later than the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such noticeapplicable Filing Deadline, a new registration statement and related prospectus under the Securities Act covering all Registrable Securities that the Investor Representative, on behalf of the Electing Investors, requests to be registered. The registration statement shall be on Form S-3 (except if the Company is not then eligible to register for resale of the Registrable Securities on a delayed or continuous basis (any Form S-3, in which case such registration statement used to satisfy shall be on another appropriate form for such purpose) and, if the Company’s obligations under this Section 2.2Company is a WKSI as of the Filing Deadline, the “Demand shall be an Automatic Shelf Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to shall use its commercially reasonable efforts to cause the Demand Registration Statement registration statement to be declared effective by or otherwise to become effective under the Commission Securities Act as soon as practicable. Subject to Section 2.3 hereofreasonably practicable but, in any event, no later than the Company agrees to Effectiveness Deadline, and shall use its commercially reasonable efforts to keep any Demand Registration Statement the registration statement continuously effective (including under the preparation and filing of any amendments and supplements necessary for that purpose) Securities Act until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii1) the date on which the Holder or Holders consummate Investor Representative notifies the sale of all of Company in writing that the Registrable Securities registered under included in such Demand Registration Statement. Notwithstanding registration statement have been sold or the foregoingoffering therefor has been terminated or (2) (x) 15 Business Days following the date on which such registration statement was declared effective by the SEC, if the Company may at any time is a WKSI and filed an Automatic Shelf Registration Statement in satisfaction of such demand, (includingy) 30 Business Days following the date on which such registration statement was declared effective by the SEC, without limitation, prior to or after receiving if the Company is not a Demand Registration Notice from a Holder), in its sole discretion, include all additional WKSI and registered for resale the Registrable Securities on Form S-3 in satisfaction of such demand, or (z) 50 Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is neither a WKSI nor then outstanding eligible to use Form S-3 and registered for resale the Registrable Securities on Form S-1 or other applicable form in satisfaction of such demand; provided that each period specified in clause (2) of this sentence shall be extended automatically by one Business Day for each Business Day that the use of such registration statement or prospectus is suspended by the Company pursuant to any portion thereof Scheduled Black-out Period, pursuant to Section 2(d) or pursuant to Section 5(i). Neither the Company nor any other Person (other than any Electing Investor) shall be entitled to include Other Securities in any registration statement, including initiated by virtue the Investor Representative on behalf of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement the Electing Investors pursuant to Rule 462(b) under this Section 2 without the Securities Act prior written consent of the Investor Representative (in which event the Company shall case of Other Securities of the Company, such consent not to be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to unreasonably withheld, conditioned or delayed), and upon such consent the Registrable Securities so includedshall have priority for inclusion in any firm commitment underwritten offering, so long as such registration statement remains effective and not the subject ahead of all Other Securities, in any stop order, injunction or other order of the Commission)Underwriter Cutback.

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereofIf, at any time after the date that is 365 days after Corporation has filed any registration statement under the IPO Closing DateSecurities Act or the Securities Exchange Act, each Holder may deliver except with respect to registration statements filed on Form S-8 or any successor form, the Company Corporation receives a written notice request by ACAS, its successors or assigns (each, a “Demand Registration NoticeDemanding Holder”) informing to effect the Company registration under the Securities Act of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number shares of Registrable Securities to be registered by of the Company Corporation (a “Demand Registration”), the Corporation shall follow the procedures described in this Section. Thereupon, the Corporation shall, as expeditiously as possible, use its best reasonable efforts to effect the registration on a form of general use under the Securities Act of the shares it has been requested to register in such initial request and in any response to such notice given to the Corporation within twenty (20) days after the Corporation’s giving of such notice; provided, however, that the Corporation shall not be required to effect a Demand Registration if more than two Demand Registrations have been undertaken. The Corporation may not be required to effect a registration pursuant to this Section during the first 180 days after the effective date of any registration statement filed by the Corporation under Section 8.1 if the Demand Holders have been afforded the opportunity to register in such registration all or a majority of their Registrable Securities. The Corporation may include in any registration under this Section any other shares of Registrable Securities (including issued and outstanding shares of stock as to which the holders thereof have contracted with the Corporation for “piggyback” registration rights) so long as the inclusion in such registration of such shares will not, in the opinion of the managing underwriter of the shares of the stockholder or stockholders first demanding registration (if the offering is underwritten), interfere with the successful marketing in accordance with the intended method of sale or other disposition of all the stock sought to be registered by such demanding stockholder or stockholders pursuant to this Section. (b) In addition to the registration rights provided in Section 8.1 and 8.2(a) above, if at any time the Corporation is eligible to use Commission Form S-3 (or any successor form) for registration of secondary sales of Registrable Securities, any single Stockholder of Registrable Securities holding two percent (2%) or more of the Common Stock, on a Fully Diluted Basis, may request in writing that the Corporation register shares of Registrable Securities on such form or any successor form. Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective byrequest, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).Corporation

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereof, at At any time (and from time to time) after the date that is 365 earlier of (x) 180 days after the effective date of the registration statement for the IPO Closing Dateand (y) the expiration of the period during which the managing underwriters for the IPO shall prohibit the Issuer from effecting any other public sale or distribution of Registrable Securities, the Issuer shall receive a request (each Holder may deliver such request, a “Demand Request”) from Buyer or L Brands (each such Person (together with its permitted assigns, a “Requesting Shareholder”) that the Issuer effect the registration under the Securities Act of all or any portion of such Requesting Shareholder’s Registrable Securities on Form S-3 (a “Short Form Registration”) or, only if the Issuer is not eligible to the Company use Form S-3 at such time, Form S-1 (or any successor form thereto) (a written notice “Long Form Registration,” and together with a Short Form Registration, (a “Demand Registration NoticeRegistration”) informing ), for the Company registration of such Holder’s desire to have some or all of its Registrable Securities registered for resale Securities, the Partnership shall provide the notices and specifying take the number actions set forth in the immediately following paragraph. Each Demand Request shall specify the aggregate amount of Registrable Securities to be registered by and the Company (“Demand Registration”)intended methods of disposition thereof. Upon receipt of a Demand Registration Notice from a Holder requesting registration Promptly upon delivery of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective byDemand Request, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company Issuer shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, and in any event within 90 days, in the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including case of a request for a Long Form Registration, and within 45 days, in the preparation and filing case of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years a Short Form Registration, in each case, after the date of effectiveness of the Demand Request, file with the SEC a Registration Statement relating to such Demand Registration StatementRequest covering all Registrable Securities requested to be included in such registration, as specified in the Demand Request (ii) provided, however, that if a Demand Request is delivered prior to the date on which all expiration of the Registrable Securities covered by Lock-up Period (as defined below), the Issuer shall not be obligated to file, but shall be obligated to prepare, such Demand Registration Statement are eligible for sale without registration pursuant prior to Rule 144 (or any successor provisionthe expiration of the Lock-up Period) and use its reasonable best efforts to cause such Registration Statement to become effective under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) as promptly as reasonably practicable. The Issuer shall promptly give notice of any Demand Request at least 20 Business Days prior to the anticipated filing date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under registration statement relating to such Demand Registration Statement. Notwithstanding to the foregoingother equityholders of the Issuer entitled to exercise registration rights (together with their respective permitted assigns, (the “Shareholders”) and shall use its reasonable best efforts to effect, as expeditiously as possible, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so includedAct, so long as such registration statement remains effective and not the subject of any stop orderdetailed above, injunction or other order of the Commission).of:

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereof, If at any time after August 12, 1999, holders of at least 20% of the date issued and outstanding Registrable Shares who are entitled to registration rights under this Section 6.02 shall notify the Company in writing that is 365 it or they intend to offer or cause to be offered for public sale Registrable Shares held by such holders which shares constitute at least twenty percent (20%) of the then outstanding Registrable Shares, then the Company will so notify all holders of Registrable Shares. Upon written request of any holder given within twenty (20) days after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing receipt by such holder from the Company of such Holder’s desire notification, the Company will use its best efforts to have some cause such of the Registrable Shares as may be requested by any holder thereof (including the holder or all holders giving the initial notice of its Registrable Securities registered for resale and specifying the number of Registrable Securities intent to offer) to be registered under the Securities Act as expeditiously as possible; PROVIDED, HOWEVER, that the Company shall not be obligated to request acceleration of the effectiveness of such registration statement prior to November 13, 1999. If the method of distribution of the Registrable Shares by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration holders thereof shall be an underwritten public offering, the majority of the lesser holders of (i) two hundred thousand (200,000) the Registrable Securities or (ii) all Shares to be so registered may designate the managing underwriter of such Holder’s Registrable Securitiesoffering subject to the approval of the Company, if which approval shall not be unreasonably withheld. The Company shall not be required to file a registration statement with the Commission pursuant to this Section 6.02 at any time while another registration statement (other than on Form S-3 or S-8) of the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable and is not yet effective or within 90 days after receiving the Demand Registration Notice, but in no event effective date of another registration statement (other than on Form S-3 or S-8) filed by the Company with the Commission. The Company shall not be required to effect more than sixty (60) days following receipt one registration during any 180 day period pursuant to this Section 6.02. In connection with any request by any holder of such noticeRegistrable Securities for registration thereof pursuant to this Section, the Company shall have the right to defer the filing of a new registration statement and related prospectus covering with the resale Commission for up to 30 days after such filing would otherwise be required hereunder if the Company shall furnish to the holders requesting such registration a certificate approved by the Board of Directors stating that, in the good faith judgment of the Registrable Securities on a delayed or continuous basis (any Company, it would be detrimental to the interests of the Company for such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of filed at such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)time.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at (a)At any time after the date that is 365 180 days after the IPO Closing DateIPO, each Holder of Pernix, each 1992 Fund and each Whitebox Fund (the “Requesting Stockholders”) may deliver request registration under the Securities Act of all or any portion of their Registrable Securities pursuant to the Company a written notice Registration Statement on Form S-1 or any successor form thereto (each, a “Demand Long-Form Registration”). Each request for a Long-Form Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying shall specify the number of Registrable Securities requested to be registered by included in the Company (“Demand Long-Form Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of any such Holder’s Registrable Securitiesrequest, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, promptly (but in no event more later than ten (10) days following receipt thereof) deliver notice of such request to all other Stockholders holding Registrable Securities who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with (or confidentially submit to) the Commission a Registration Statement on Form S-1 or any successor form thereto covering all of the Registrable Securities that the Requesting Stockholders have requested to be included in such Long-Form Registration within sixty (60) days following receipt of such notice, a new registration statement after the date on which the initial request is given and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to shall use commercially its reasonable efforts to cause the Demand such Registration Statement to be declared effective by the Commission as soon as practicablepracticable thereafter. Subject The Company shall not be required to Section 2.3 hereofeffect a Long-Form Registration more than three (3) times for the holders of Registrable Securities as a group; provided, the Company agrees to use commercially reasonable efforts to keep any Demand that a Registration Statement continuously shall not count as a Long-Form Registration requested under this Section 2(a) unless and until it has become effective and the Stockholders requesting such registration are able to register and sell at least fifty percent (including the preparation and filing of any amendments and supplements necessary for that purpose50%) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by requested to be included in such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)registration.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at At any time after during the date that is 365 days after five year period following the IPO Closing Date, each Holder the Investor, holding in the aggregate not less than (i) 25% of the aggregate Registrable Securities outstanding or (ii) Registrable Securities having a fair market value of at least $2 million, whichever is less, may deliver to the Company make a written notice request (the "DEMAND NOTICE") for registration under the Securities Act (a “Demand Registration Notice”"DEMAND REGISTRATION") informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying Securities. The Demand Notice will specify the number of shares of Registrable Securities proposed to be registered by sold and will also specify the Company (“Demand Registration”)intended method of disposition thereof. Upon Following receipt of a Demand Registration Notice from the Investor, the Company promptly will file a Holder requesting registration of statement on any appropriate form which will cover the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if that the Company has been so requested to register by the Investor. Unless the Investor shall consent in writing, no party (including the Company) other than a Pecuniary Owner, USAA Real Estate Company ("Realco"), MS Real Estate Special Situations Inc. ("MRSE") or certain clients of Morgxx Xxxnxxx Xxxet Management Inc. who have purchased Common Shares of the Company (such clients together with MRSE, the "Purchasers") shall be permitted to offer securities under any such Demand Registration. The Company shall not already caused be required to effect more than three Demand Registrations under this Section 2(b). A registration requested pursuant to this Section 2(b) will not be deemed to have been effected (and it shall not count as one of the three Demand Registrations) unless the Registration Statement relating thereto has become effective under the Securities Act; provided, however that if, after such Registration Statement has become effective, the offering of the Registrable Securities pursuant to be included as part of an existing shelf such registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to is interfered with by any stop order, injunction or other order or requirement of the Commission (in which event the Company shall SEC or other governmental agency or court, such registration will be deemed not to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company been effected (and it shall cause to be filed with the Commission not count as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale one of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “three Demand Registration Statement”Registrations), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereofInvestor, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing holding in excess of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all 50% of the Registrable Securities covered by a Demand Registration may at any time prior to the effective date of the Registration Statement relating to such registration revoke a Demand Notice by providing a written notice to the Company (in which case such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under shall not count as one of the Securities Act without volume limitations or other restrictions on transfer thereunderthree Demand Registrations). If the Investor, or (iii) holding in the date on which the Holder or Holders consummate the sale aggregate in excess of all 50% of the Registrable Securities registered under such covered by the Demand Registration Statementso elects, the offering of Registrable Securities pursuant to such registration shall be in the form of an Underwritten Offering. Notwithstanding If the foregoingmanaging underwriter or underwriters of such offering advise the Company and the Investor in writing that in their opinion the number of shares of Registrable Securities and shares of Realco or the Purchasers, if any, requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), will include in its sole discretion, include all additional such registration the aggregate number of Registrable Securities then outstanding and shares of Realco or any portion thereof in any registration statementthe Purchasers, including by virtue of adding such Registrable Securities as additional securities if any, requested to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).,

Demand Registration. Subject to Sections 2.2(d(i) and 2.3 hereof, at At any time after the date that is 365 days after the IPO Closing Lock-Up Release Date, each Holder may deliver any Holder(s) shall have the option and right, exercisable by delivering a written notice to the Company a written notice (a “Demand Registration Notice”) informing ), to require the Company to, pursuant to the terms of such Holder’s desire and subject to have some or all the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of its Registrable Securities registered for resale and specifying the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or continuous basis pursuant to be registered by the Company Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”). Upon receipt The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder(s) intend to include in such Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration Notice from a Holder requesting registration unless the Registrable Securities of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable SecuritiesInitiating Holder(s), if the Company has not already caused such Registrable Securities their respective Affiliates and any other Holders to be included therein have an aggregate value, based on the VWAP as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission date of the Demand Notice, of at least $30 million (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities“Minimum Amount”). In addition, then the Company shall cause to be filed with the Commission as soon promptly as reasonably practicable after receiving the Demand Registration Noticepracticable, but in no event more later than sixty (60) 30 days following receipt after the later of such noticethe date hereof, the Lock-Up Release Date and the date the Company is eligible to use Form S-3 or any equivalent or successor form under the Securities Act, the Company shall prepare and file with the Commission a new registration statement and related prospectus covering Shelf Registration Statement on Form S-3 to permit the public resale of all of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy in accordance with the Company’s obligations under terms of this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable SecuritiesAgreement. The Company agrees (subject to Section 2.3 hereof) to shall use commercially its reasonable best efforts to cause the Demand such Shelf Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, reasonably practicable after the initial filing of such Shelf Registration Statement (or 90 days following the filing thereof if the Commission notifies the Company agrees to use commercially reasonable efforts to keep any Demand that it will “review” the Shelf Registration Statement). The Shelf Registration Statement continuously effective (including shall provide for the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all resale of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).Registrable

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereof, If at any time after the date that Shelf Registration Statement pursuant to Section 4.01 is 365 days after not available for the IPO Closing Dateresale of the Registrable Securities, each Holder may deliver to including if for any reason the Company is ineligible to maintain or use a Shelf Registration Statement, the Company shall use reasonable best efforts to (as promptly as reasonably practicable and, in any event, within 60 days in the case of a Registration Statement on Form S-1) following the written notice request of Xxxxxx for Registration under the Securities Act of all or part of Jacobs’ Registrable Securities (a “Demand Request”), file a Registration Statement with the SEC (a “Demand Registration NoticeStatement”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale resales of the Registrable Securities on a delayed or continuous basis (any such registration statement used pursuant to satisfy the Company’s obligations under this Section 2.2Xxxxxx’ intended method of distribution thereof, the “Demand Registration Statement”)and shall, which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to the terms of this Article IV, use commercially its reasonable best efforts to cause the such Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (promptly and, in which event any event, no later than 60 days after such filing) and, if required, to qualify under the “blue sky” laws of such jurisdictions as Xxxxxx or any underwriter reasonably requests; provided that such Demand Registration Statement shall be filed on an appropriate form under the Securities Act for the type of offering contemplated by Xxxxxx. Each Demand Request shall specify the Registrable Securities to be Registered, their aggregate amount, and the intended method or methods of distribution thereof. Xxxxxx agrees to provide the Company with such information in connection with a Demand Request as may be reasonably requested by the Company to ensure that the Demand Registration Statement complies with the requirements of the Securities Act, including any financial statements or other information of the SpinCo Business relating to any date or any period ending on or prior to the Merger Closing Date to the extent required to be included or incorporated by reference in any Demand Registration Statement and not already in the possession of the Company. Notwithstanding anything in this Agreement to the contrary, the Company shall only be deemed obligated to have satisfied its registration obligation use reasonable best efforts to file and cause up to three Demand Registration Statements to be declared effective under the Securities Act pursuant to this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)4.02.

Demand Registration. (a) Subject to Sections 2.2(d) and 2.3 hereofSection 3.01(c), at any time after or from time to time the date Majority Holders shall have the right to request in writing that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company register all or part of such Holder’s desire to have some or all of its Registrable Securities registered for resale (a “Request”) (which Request shall specify the amount of Registrable Securities intended to be disposed of by the Holder and specifying the number intended method of disposition thereof) by filing with the SEC a Demand Registration Statement. As promptly as practicable, but no later than 10 days after receipt of a Request, the Company shall give written notice of such requested registration to all Holders of Registrable Securities. Subject to Section 3.01(b), the Company shall include in a Demand Registration (i) the Registrable Securities intended to be disposed of by the Initiating Holders and (ii) the Registrable Securities intended to be disposed of by any other Holder which shall have made a written request (which request shall specify the amount of Registrable Securities to be registered by and the intended method of disposition thereof) to the Company (“Demand Registration”). Upon for inclusion thereof in such registration within 20 days after the receipt of such written notice from the Company. The Company shall, as expeditiously as possible following a Demand Registration Notice from a Holder requesting registration Request (but in no event later than 60 days after the date of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable SecuritiesInitial Request), then the Company shall use its reasonable best efforts to cause to be filed with the Commission as soon as reasonably practicable after receiving the SEC a Demand Registration Notice, but in no event more than sixty (60) days following receipt Statement providing for the registration under the Securities Act of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any which the Company has been so requested to register by all such registration statement used Holders, to satisfy the Company’s obligations under this Section 2.2, extent necessary to permit the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders disposition of such Registrable SecuritiesSecurities so to be registered in accordance with the intended methods of disposition thereof specified in such Request or further requests. The Company agrees (subject to Section 2.3 hereof) to shall use commercially its reasonable best efforts to cause the have such Demand Registration Statement to be declared effective by the Commission SEC as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts practicable thereafter and to keep any such Demand Registration Statement continuously effective (including for the preparation and period specified in Section 4.02(b). A Request may be withdrawn prior to the filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 by the Majority Holders (or any successor provisiona “Withdrawn Request”) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, and a Demand Registration Statement or an existing shelf registration statement may be withdrawn prior to the effectiveness thereof by the Majority Holders (a “Withdrawn Demand Registration”), and such withdrawals shall not be treated as a Demand Registration which shall have been effected pursuant to Rule 462(b) under this Section 3.01 (and shall not be counted toward the Securities Act number of Demand Registrations). Any Holder requesting inclusion in a Demand Registration may, at any time prior to the effective date of the Demand Registration Statement (in which event and for any reason), revoke such request by delivering written notice to the Company revoking such requested inclusion. The registration rights granted pursuant to the provisions of this Section 3.01 shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect in addition to the Registrable Securities so included, so long as such registration statement remains effective and not rights granted pursuant to the subject other provisions of any stop order, injunction or other order of the Commission)Section 3.02 hereof.

Demand Registration. Subject to Sections 2.2(d3.1(c) and 2.3 (d) and 3.2 hereof, at any time after the date that is 365 days after the IPO Closing Dateeach Designated Holder (in such capacity, each Holder an “Initiating Holder”) may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s his/her or its desire to have some his/her or all of its Registrable Securities registered for resale sale and specifying the number of Registrable Securities to be registered by the Company and the intended method of disposition thereof and that such request is being made pursuant to this Section 3.1(a) (a “Demand Registration”). Upon receipt The Company may cause the Registrable Securities that are the subject of a Demand Registration Notice from a Holder requesting registration of made in accordance with the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities immediately preceding paragraph to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission under the Securities Act, or otherwise become effective thereunder, and which remains in effect effective and not subject to any stop order, injunction or other order or requirement of the Commission (an “Existing Shelf Registration Statement”). Absent inclusion of such Registrable Securities in which event an Existing Shelf Registration Statement and subject to Sections 3.1(c) and (d) and 3.2 hereof, the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed file with the Commission as soon as reasonably practicable after receiving the Demand a Registration Notice, but in no any event more than sixty prior to the later of (60i) days the first Business Day following the expiration of the periods referred to in the lock-up letters delivered pursuant to the Stock Purchase Agreement (collectively, the “Lock-Up Agreement”) and (ii) the sixtieth (60th) day following the Company’s receipt of such noticeRegistration Notice, a new registration statement and related prospectus covering (which may take the resale form of a Shelf Registration Statement in the sole discretion of the Registrable Securities on Company) (a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand New Registration Statement”), which complies as to form in all material respects with applicable Commission rules ) providing for the offer and sale by such the applicable Designated Holder or group of Holders of such Registrable Securities. The Company Securities and agrees (subject to Section 2.3 hereof) to use its commercially reasonable efforts to cause the Demand such New Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or as soon as practicable thereafter (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under unless such Demand New Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a HolderStatement is automatically effective upon filing), in its sole discretioneach case giving due regard to the need to prepare current financial statements, include all additional Registrable Securities then outstanding or any portion thereof in any registration statementconduct due diligence and complete other actions necessary to effect a registered public offering of securities. As used herein, including by virtue of adding such Registrable Securities as additional securities to an Issuer “Registration Statement, ” and “Prospectus” refer to a Demand Registration Statement or an existing shelf registration statement on a form the Company is then eligible to use and related prospectus (including any preliminary prospectus and prospectus supplement) filed with the Commission pursuant to Rule 462(b) under the Securities Act (in which event and utilized by the Company shall be to satisfy a Designated Holder’s Registration Rights pursuant to this Agreement, including an Existing Shelf Registration Statement and related prospectus (including any preliminary prospectus and prospectus supplement) or a New Registration Statement and related prospectus (including any preliminary prospectus and prospectus supplement), including, in each case, any documents incorporated or deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)be incorporated therein by reference.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at any time after Commencing from the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a Purchaser, upon written notice demand (a “Demand Registration Notice”) informing of any of the Company Shareholders, agrees to register all of the Purchaser Ordinary Shares issuable to the Shareholders in connection with the Acquisition Merger (the “Registrable Shares”). On such Holder’s desire occasions, Purchaser will file a registration statement under Rule 415 of the Securities Act with the Commission covering the Registrable Shares within forty-five (45) days after receipt of a Demand Notice and use commercially reasonable efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission. In addition, KMBP Holdings Limited shall have the right to request the Purchaser to file up to three registration statements covering some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company Purchaser Ordinary Shares. On such occasions, Purchaser will file such registration statement within forth-five (“Demand Registration”). Upon 45) days after receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause have the Demand Registration Statement to be registration statement declared effective promptly thereafter, subject to compliance with review by the Commission as soon as practicableCommission. Subject Purchaser shall cause any registration statement filed pursuant to this Section 2.3 hereof, the Company agrees 9.6 ‎(a) to use commercially reasonable efforts to keep any Demand Registration Statement continuously remain effective (including the preparation and filing for a period of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years at least 24 consecutive months after the initial effectiveness date of effectiveness of such Demand Registration Statement, (ii) the date on which registration statement or as long as a Shareholder is an affiliate and cannot sell all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration its shares pursuant to Rule 144 (or any successor provision) under the Securities Securites Act during a three-month period (without any volume limitations and other limits), if longer. Purchaser will facilitate underwritten offerings and/or unlimited shelf takedowns as the case may be. Purchaser will also facilitate in-kind distributions to its partners, members or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all shareholders by any of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoingShareholders, the Company may including at any time (includinga Shareholder’s request through filing one or more registration statements, without limitation, prior prospectus supplements or post-effective amendments to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any an existing resale registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

Demand Registration. Subject (a) During the period beginning on the date of the issuance by the Company of the Purchased Shares pursuant to Sections 2.2(dthe Purchase Agreement and ending on the date of expiration of the Effective Period (as defined below) and 2.3 or, if applicable, the date of the early termination of the Registration Rights pursuant to Section 4 hereof, the Company shall use commercially reasonable efforts to be eligible for and remain eligible for Registration of securities of the Company under the Securities Act pursuant to a Registration Statement on Form F-3 or any successor form thereto; provided, however, that (i) the requirement to maintain such eligibility shall be in no event include the obligation of the Company to complete and file its annual reports on Form 20-F or supply information on Form 6-K during the time when the Company is undertaking an internal investigation; and (ii) that the Company shall not be required to remain such eligibility if the market capitalization of the Company does not meet the minimum requirements of using Form F-3. If at any time after the date that is 365 days after the IPO Closing Datehereof, each Holder may deliver to the Company receives a written notice (a the “Demand Registration Notice”) informing from (A) the Company Holder(s) of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale at least 75% of the Registrable Securities Then Outstanding, the Company shall, on or prior to the Filing Date, prepare and file with the SEC a Registration Statement covering the resale from time to time of all Registrable Securities for an offering to be made on a delayed or continuous basis pursuant to Rule 415 (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the a “Demand Shelf Registration Statement”). Such Shelf Registration Statement shall be on Form F-3 (or, which complies if Form F-3 is not then available to the Company, on such form of Shelf Registration Statement as is then available to form in all material respects with applicable Commission rules providing effect a registration for resale of the sale by such Holder or group of Holders of such Registrable Securities) and, if the Company is a WKSI as of the Filing Date, shall be an automatic Shelf Registration Statement. The Company agrees shall use reasonable best efforts (subject to Section 2.3 hereofi) to use commercially reasonable efforts to cause the Demand such Shelf Registration Statement to be declared effective under the Securities Act (unless it becomes effective automatically upon filing) as promptly as possible after the filing thereof (but in any event by the Commission as soon as practicable. Subject date that is 120 days after the date of delivery of the Demand Notice pursuant to this Section 2.3 hereof2(a)), the Company agrees to use commercially reasonable efforts and (ii) to keep any Demand such Shelf Registration Statement continuously effective (including under the preparation and filing of any amendments and supplements necessary for that purpose) Securities Act until such date as is the earlier of (i) the date that is two (2) years after the date of effectiveness of on which all Registrable Securities covered by such Demand Shelf Registration Statement, Statement have been sold or (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale may be sold without registration any restriction pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission“Effective Period”).

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at At any time after the date that is 365 days after expiration of any applicable lock-up period agreed to by any Holder with the Managing Underwriter in connection with the IPO Closing Date(or if such lock-up period is waived by such Managing Underwriter, each Holder may deliver to from and after such earlier date), upon the Company a written notice request (a “Demand Registration Notice”) informing by Holders collectively owning at least , or percent ( %), of the Company of such Holder’s desire to have some or all of its then outstanding Registrable Securities registered for resale and specifying (the number of Registrable Securities to be registered by the Company (“Demand RegistrationRequesting Holders”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities subject to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective byadjustment pursuant to Section 3.04, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company Partnership shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed file with the Commission Commission, as soon as reasonably practicable after receiving the Demand Registration Noticepracticable, but in no event more than sixty (60) 60 days following the receipt of such noticethe Notice, a new registration statement and related prospectus covering under the Securities Act (each, a “Registration Statement”) providing for the resale of the Registrable Securities Securities. Each Registration Statement shall be on (i) Form S-3 providing for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale of securities from time to time (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the a “Demand Shelf Registration Statement”), which complies as or (ii) if the Partnership is not then eligible to file on Form X-0, Xxxx X-0 or another form in all material respects with applicable Commission rules providing for pursuant to any other rule or regulation promulgated under the sale Securities Act, or any successor rule that may be adopted by such Holder or group of Holders of such Registrable Securitiesthe Commission. The Company agrees (subject to Section 2.3 hereof) to Partnership shall use its commercially reasonable efforts to cause the Demand each Registration Statement to be declared effective by the Commission as soon as practicablereasonably practicable after the initial filing of the Registration Statement. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Any Registration Statement continuously effective (including shall provide for the preparation resale pursuant to any method or combination of methods legally available and filing requested by the Holders of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement are eligible for sale without registration filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. There shall be no limit on the number of Registration Statements that may be required by the Holders hereunder. If the Partnership is a well-known seasoned issuer (as such term is defined in Rule 144 405 under the Securities Act) (a “WKSI”), the Partnership shall file any Shelf Registration Statement in the form of an automatic shelf registration statement (as such term is defined in Rule 405 under the Securities Act) (an “Automatic Shelf”) or any successor provision) under form thereto. If the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) Partnership loses its status as a WKSI during the date on which the Holder or Holders consummate the sale Effectiveness Period of all of the Registrable Securities registered under any such Demand Registration Statement. Notwithstanding the foregoingAutomatic Shelf, the Company may at any time (including, without limitation, prior Partnership shall take such actions as are necessary to or after receiving maintain the effectiveness of such Automatic Shelf for as long as legally permissible and to convert such Automatic Shelf to a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing non-automatic shelf registration statement pursuant to Rule 462(b) such that continuous offers and sales of securities previously registered under the Securities Act (in which event the Company shall Automatic Shelf may be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)made.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at At any time after the date that is 365 days Closing but only after such time as at least 90% of the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale on the Initial Registration Statement have been sold, the Member may request up to three additional registrations on Form S-1 and specifying the number of Registrable Securities unlimited registrations on Form S-3 (or any successor to be registered by the Company such form (each, a “Demand Registration”)) of the outstanding Registrable Securities not already registered by the Initial Registration Statement; provided, that a Demand Registration shall always be filed on Form S-3 (or a successor form) if such form is available for the registration. Upon Sage’s receipt of a Demand Registration, Sage shall give all other Stockholders written notice thereof as soon as practicable, but in no event less than 10 days prior to the filing of such registration statement, and shall provide the Stockholders an opportunity to include in such registration statement all Registrable Securities requested by the Stockholders in writing to be included therein, subject to the limitations set forth in this Section 8.2. If any other Stockholder chooses to include in any such registration statement all or any part of the Registrable Securities it holds, such Stockholder shall, within 10 days after the above-described notice from Sage, so notify Sage in writing. Sage shall file a registration statement covering Registrable Securities requested to be registered pursuant to this Section 8.2 within 60 days of Sage’s receipt of a Demand Registration Notice from on Form S-1 and within 30 days of a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any Form S-3. Sage shall use its best efforts to cause such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by SEC within 120 days following Sage’s receipt of the Commission as soon as practicableDemand Registration, subject to any limitations imposed upon such registration by Rule 415 under the 1933 Act (“Rule 415”) and the SEC’s guidelines and limitations promulgated thereunder. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Sage may include in a Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for securities that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such are not Registrable Securities. A registration will not count as a Demand Registration Statement, (ii) the date on which all until it has become effective and includes 100% of the Registrable Securities covered requested by such Demand Registration Statement are eligible for sale without registration pursuant the Stockholders to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand be included in a Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at any time after To the date that is 365 days after the IPO Closing Date, each Holder may deliver to extent the Company a does not maintain an effective registration statement for the Warrant Shares, the Company, upon written notice demand (a “Demand Registration Notice”) informing of the Company Holder(s) of such Holder’s desire at least 51% of the Warrants and/or the underlying Warrant Shares agrees to have some register, on one occasion, all or all any portion of its the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand RegistrationSecurities”). Upon On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty (30) days after receipt of a Demand Registration Notice from and use its commercially reasonable efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder requesting is entitled to piggyback registration of the lesser of rights pursuant to Section 5(b) hereof and either: (i) two hundred thousand (200,000) Registrable Securities the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The sole demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the Termination Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of such Holder’s Registrable Securities, if the Company has not already caused such Warrants and/or the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that within ten (10) days after the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement date of the Commission (in which event the receipt of any such Demand Notice. The Company shall be deemed bear all fees and expenses attendant to have satisfied its the registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used pursuant to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”5(a), which complies as but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to form represent them in all material respects connection with applicable Commission rules providing for the sale by such Holder or group of Holders of such the Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use its commercially reasonable efforts to cause the Demand Registration Statement filing required herein to be declared become effective promptly and to qualify or register the Registrable Securities in such States as are reasonably requested by the Commission as soon as practicable. Subject to Section 2.3 hereofHolder(s); provided, however, that in no event shall the Company agrees be required to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including register the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of Registrable Securities in a State in which such registration would cause: (i) the date that is two (2) years after the date Company to be obligated to register or license to do business in such State or submit to general service of effectiveness of process in such Demand Registration StatementState, or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant to the demand right granted under Section 5(a) to remain effective for a period of at least twelve (12) consecutive months after the date on which all that the Holders of the Registrable Securities covered by such Demand Registration Statement registration statement are eligible for sale without registration pursuant first given the opportunity to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of sell all of such securities. The Holders shall only use the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, prospectuses provided by the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any sell the Warrant Shares covered by such registration statement, including and will immediately cease to use any prospectus furnished by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall if the Company advises the Holder that such prospectus may no longer be deemed used due to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction a material misstatement or other order of the Commission).omission

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereof, at At any time after the first anniversary of the date that is 365 days after of this Agreement, the IPO Closing DateMajority Holders shall have the right to request registrations of Qualified Offerings of all or any part of the Registrable Securities so long as the public offering price thereof, each Holder may deliver to determined based on the Company a written notice closing price of the Common Stock at the close of business on trading day immediately preceding the date of such request, would be no less than US$25,000,000 (a “Demand Registration NoticeRegistration”) informing ), and the Company of shall use its reasonable best efforts to facilitate such Holder’s desire to have some or all of its Registrable Securities registered offering, including the actions required by Section 8. Each request for resale and specifying a Demand Registration shall specify the number of Registrable Securities requested to be registered by registered. After the Company (“receives a request for a Demand Registration”). Upon receipt , it shall promptly, but not later than ten days after such request, provide notice to any and all other holders of Company Securities who may have rights to receive such notice in connection with rights any such other holders may have to include Company Securities in a Demand Registration Notice from a Holder requesting registration of the lesser of Statement (iincluding pursuant to Section 6) two hundred thousand (200,000) Registrable Securities or (ii) all of and such Holder’s Registrable Securities, if other holders shall then have five days to notify the Company has not already caused such Registrable Securities in writing of their desire to be included in the registration. Unless the Majority Holders elect to have such Demand Registration completed as part of an existing shelf registration statement and related prospectus that the Company then has on file witha Shelf Registration, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event case the Company provisions in Section 4(b) shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities)apply, then the Company shall cause a Registration Statement to be filed with the Commission as soon as reasonably practicable and in any event within 30 days after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement date on which the initial request is given and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to shall use commercially its reasonable best efforts to cause the Demand such Registration Statement to be declared effective by the Commission as soon as practicable. Subject reasonably practicable thereafter and to Section 2.3 hereof, maintain the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) Statement for a period of at least 180 days after the effective date on thereof or such shorter period during which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the holders of Registrable Securities refrain from selling any securities included in such registration at the request of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration Company or any underwriter of the Company pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale provisions of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)Agreement.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or If the Company is then eligible to file with the SEC a registration statement on Form S-3, the Company agrees to file within 30 days of the written request of Investor, and (ii) all of such Holder’s Registrable Securities, if the Company has is not already caused such Registrable Securities then eligible to be included as part of an existing shelf file with the SEC a registration statement and related prospectus that on Form S-3 the Company then has on agrees to file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement within 60 days of the Commission (in which event written request of Investor, one "shelf" registration statement on any appropriate form pursuant to Rule 415 under the Company shall 1933 Act and/or any similar rule that may be deemed to have satisfied its registration obligation under this Section 2.2 adopted by the SEC with respect to such Registrable Securitiesthe Registerable Securities (the "Shelf Registration"), then . The Company agrees to use its best efforts to have the Company shall cause to be filed with the Commission Shelf Registration declared effective as soon as reasonably practicable after receiving the Demand Registration Noticesuch filing, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand the Shelf Registration Statement continuously effective (including x) for a period of three (3) years in the preparation and filing case of any amendments and supplements necessary for that purpose) until the earlier of subprovision (i) above and (y) for a period of nine (9) months in the date that is two (2) years after the date case of effectiveness of such Demand Registration Statement, subprovision (ii) above, in either case with respect to the date on which all Conversion Shares (or, if for any reason the effectiveness of the Registrable Securities covered Shelf Registration is suspended, such period shall be extended by the aggregate number of days of each such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereundersuspension), or (iii) following the date on which the Holder Shelf Registration is declared effective; PROVIDED, HOWEVER, that the effectiveness of the Shelf Registration may be terminated earlier with respect to any issue of securities if and to the extent that none of the securities of such issue registered therein are Restricted Securities or Holders consummate are outstanding. The Company further agrees if necessary, to supplement or amend any Shelf Registration, as required by the registration form utilized by the Company or by the instructions applicable to such registration form or by the 1933 Act or the rules and regulations thereunder, and the Company agrees to furnish to the holders of Registerable Securities copies of any such supplement or amendment prior to its being used and/or filed with the SEC. The Company agrees to pay all of its Registration Expenses (as hereinafter defined) in connection with the Shelf Registration, whether or not it becomes effective. The holders of the Registerable Securities to be registered shall pay, PRO RATA, all underwriting discounts and commissions or placement fees of any investment banker or bankers and/or manager or managers used in connection with the sale of all of their Registerable Securities pursuant to the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at At any time after following the date that is 365 days six (6) months after the IPO Closing Date, each Holder may deliver Company’s Common Shares are listed for trading on NASDAQ but prior to the expiration of the Effectiveness Period; provided, that the Holders continue to hold at least 66 2/3% of the Registrable Securities originally purchased pursuant to the Subscription Agreement, the Holders of a majority of the then outstanding Registrable Securities may request that the Company a written notice effect the registration under the Securities Act of the Registrable Securities (a “Demand Registration NoticeRequest”) informing of an amount of the Common Shares with a market value at the time such Registration Request is made of at least Cdn$10,000,000. If the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of receives a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities)Request, then the Company shall (i) within ten (10) days of the receipt of such Registration Request, give written notice of such request to all Holders describing the terms of such registration and, if applicable, the underwriting and (ii) as soon as practicable cause to be prepared and filed with the Commission SEC a Registration Statement providing for the resale of all Registrable Securities which Holders request to be registered; provided, however, that the Company shall be permitted to delay for one or more periods (each such period, a “Delay”) any such Registration Request in the event that (x) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Company determines in good faith that the public disclosure requirements imposed on the Company under the Securities Act in connection with the Registration Statement would require disclosure of such activity, transaction, preparations or negotiations, (y) any financial statements or other information required to be included or incorporated by reference in the Registration Statement are not available, or (z) the Company has timely filed a post-effective amendment to the Registration Statement to satisfy its undertakings under Item 512 of Regulation S-K promulgated under the Securities Act or to include any prospectus required by Section 10(a)(3) of the Securities Act and such amendment shall have not yet been declared effective by the Commission. The Company agrees to file such amendment, supplement or report or otherwise disclose such additional information as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt such notice of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration StatementDelay. Notwithstanding the foregoing, the Company agrees that no Delay shall be for a period of longer than 40 days and no Delay or Delays shall be for an aggregate in any 365-day period of longer than 120 days; provided that any Delay of up to 20 days pursuant to clause (z) of this Section 2(a) shall not count toward the calculation of such periods. The Registration Statement may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding be on Form S-1 or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities other applicable form available to an Issuer Registration Statement, a Demand the Company. The Company shall cause the Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) be declared effective under the Securities Act as promptly as possible after the filing thereof. The Company shall keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by such Registration Statement have been sold, but in no event longer than twelve (in which event 12) months. The Company shall not be obligated to file and cause to become effective more than two (2) Registration Statements pursuant to this Section 2(a). A Registration Statement shall not be counted for purposes of the foregoing until such time as such Registration Statement has been declared effective by the SEC and all of the Registrable Securities offered pursuant to such Registration Statement are sold thereunder upon the price and terms offered. Notwithstanding anything to the contrary contained herein, if the SEC specifically prohibits the Registration Statement from including all Registrable Securities (“SEC Guidance”) (provided that the Company shall advocate with the SEC for the registration of all or the maximum number of the Registrable Securities permitted by SEC Guidance to be deemed included in such Registration Statement, such maximum number, the “Rule 415 Amount”), then the Company will not be in breach of this provision by following such SEC Guidance, and the Company will file such additional Registration Statements at the earliest practicable date on which the Company is permitted by SEC Guidance to have satisfied its registration obligation under this Section 2.2(a) with respect file such additional Registration Statements related to the Registrable Securities so includedSecurities, so long as such registration statement remains effective and not each registering the subject of any stop orderRule 415 Amount, injunction or other order seriatim, until all of the Commission)Registrable Securities have been registered.

Demand Registration. Subject (a) If the Holders of at least fifty-one percent (51%) of the Warrant Shares issuable or issued but not sold shall give notice to Sections 2.2(d) and 2.3 hereof, the Company at any time after during the date that is 365 days after the IPO Closing Date, each Holder may deliver Exercise Period to the Company a written notice (a “Demand Registration Notice”) informing effect that such Holders desire the Company to register under the Securities Act of such Holder’s desire to have some 1933, as amended (the "Act"), any or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities)Warrant Shares, then the Company will promptly give notice to the other Holders of the Warrants, advising such that the Company is proceeding with such registration, and offering to include therein the Warrant Shares issuable or issued but not sold to the other Holders. The Company shall cause file a registration statement pursuant to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration NoticeAct, but in no event more than within sixty (60) days following of the date of such initial notice, registering the Warrant Shares of the initial requesting Holders and any additional Holders that provide such request in writing to the Company within thirty (30) days of receipt of such noticenotice from the Company, a new registration statement and related prospectus covering as may be required, to effect the resale public sale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy Warrant Shares under the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies Act as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securitiespromptly as practicable thereafter. The Company agrees (subject to Section 2.3 hereof) to will use commercially reasonable its best efforts to cause the Demand Registration Statement such registration to be declared become effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously practicable thereafter and remain effective (including the preparation and filing taking of such steps as are necessary to obtain the removal of any amendments and supplements necessary for that purposestop order) until as set forth below. Such Holders shall furnish the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, Company with appropriate information in connection therewith as the Company may at any time (including, without limitation, prior reasonably request in writing. The Company is required to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf effect only one registration statement pursuant to Rule 462(bthis Section 5.1. In the event the registration statement is not filed within sixty (60) days of the initial request for registration and the expiration date of the Warrant falls within such period, the expiration date of this Warrant shall be extended by an amount of time equal to the delay in filing. In the event the registration statement is not declared effective under the Securities Act (in which event prior to the expiration date of this Warrant, the Company shall be deemed extend the expiration date of the Warrant to have satisfied its a date not less than ninety (90) days after the effective date of such registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as statement. All costs and expenses of such registration statement remains shall be borne by the Company, as provided in Section 5.5 hereof. Notwithstanding anything to the contrary contained in this Section 5.1, the Company shall not be required (i) to make effective and not a registration statement filed pursuant to this Section 5.1 within ninety (90) days of the subject effectiveness of any stop order, injunction or other order registration statement registering any shares of Common Stock for the account of the Commission)Company in a firm commitment underwritten public offering, if the managing underwriter, in writing, informs the Holders that the declaration of effectiveness of a registration statement registering Warrant Shares would have a detrimental effect on the marketing of such underwritten public offering, or (ii) file or effect a registration statement for the shorter of (x) thirty (30) days from the date the Company notifies the Holders that the filing of such registration statement would require the disclosure of material non-public information, which writing shall include the written opinion of (A) the Company's counsel opining that the disclosure of such information would be required by law in such registration statement and (B) the Company's Chief Executive Officer certifying that the disclosure of such information would be detrimental to the Company, and (y) the period during which the Company is in possession of material non-public information which would be required to be disclosed in such registration statement.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, If requested by Parent at any time and from time to time after receipt by Parent of Option Shares (the date that is 365 days after the IPO Closing Date"Registration Period"), each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed use its reasonable best efforts, as promptly as practicable, to have satisfied its effect the registration obligation under this Section 2.2 with respect the Securities Act and any applicable state law (a "Demand Registration") of such number of Option Shares owned by or issuable to such Registrable Securities), then the Company shall cause to be filed Parent in accordance with the Commission as soon as reasonably practicable after receiving the Demand Registration Noticemethod of sale or other disposition contemplated by Parent, but in no event more than sixty (60) days following receipt of such notice, including a new "shelf" registration statement and related prospectus covering the resale under Rule 415 of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (Act or any successor provision) , and to obtain all consents or waivers of other parties that are required therefor. The Company shall keep such Demand Registration effective for a period of not less than nine months, unless, in the written opinion of counsel to the Company, which opinion shall be delivered to Parent and which shall be satisfactory in form and substance to Parent and its counsel, such registration under the Securities Act without volume limitations or other restrictions on transfer thereunderis not required in order to lawfully sell and distribute such Option Shares in the manner contemplated by Parent. The Company shall only have the obligation to effect two Demand Registrations pursuant to this Article IV; provided, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior that only requests relating to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) that has become effective under the Securities Act shall be counted for purposes of determining the number of Demand Registrations made. The Company shall be entitled to postpone for up to ninety (90) days from receipt of Parent's request for a Demand Registration the filing of any registration statement in which event connection therewith if the Board of Directors of the Company determines in its good faith reasonable judgment, that such registration would materially interfere with or require premature disclosure of, and have a material adverse effect on, any material acquisition, reorganization or other transaction involving the Company or any other agreement under active negotiation by the Company, which, if signed, the Company would be required by the Exchange Act and the rules thereunder to file with the SEC; provided, however, that the Company shall be deemed not have postponed any Demand Registration pursuant to have satisfied its registration obligation under this Section 2.2(asentence during the twelve (12) with respect to month period immediately preceding the Registrable Securities so included, so long as such registration statement remains effective and not the subject date of any stop order, injunction or other order delivery of the Commission)Parent's request for a Demand Registration.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereofThe Company, at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a upon written notice demand (a “Demand Registration Notice”) informing of the Company Holder(s) of such Holder’s desire at least 51% of the Warrants and/or the underlying securities (“Majority Holders”), agrees to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company register (a “Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration , on one occasion, all or any portion of the lesser shares of Common Stock underlying this Warrant (i) two hundred thousand (200,000) collectively the “Registrable Securities”). On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than within sixty (60) days following after receipt of a Demand Notice and use its commercially reasonable efforts to have such registration statement or post-effective amendment declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 13(b) hereof and either: (i) the Holder was given the opportunity to exercise its rights under Section 13(b) hereof in connection with the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. A Demand Registration may be made at any time during the period of four and a half (4.5) years beginning 180 days from the Effective Date. The Company covenants and agrees to give written notice of its receipt of the Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten (10) days from the date of the receipt of such notice, Demand Notice. The Holders shall not effect more than two (2) Demand Registrations pursuant to this Section 13(a). A registration will not count as a new Demand Registration until the registration statement filed with the Commission with respect to such Demand Registration has been declared effective and related prospectus covering the resale Company has complied with all of its obligations under hereunder with respect thereto; provided, however, that if, after such registration statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the registration statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) the Majority Holders thereafter elect to continue the offering. The Company shall bear all fees and expenses attendant to the first Demand Registration pursuant to Section 13(a), including the reasonable and documented expenses of a single legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities on a delayed Securities, but the Holders shall pay any and all underwriting commissions or continuous basis brokerage fees related to the Registrable Securities, if applicable. The Holders shall bear all fees and expenses (including all underwriting commissions and the expenses of any such registration statement used legal counsel selected by the Holders to satisfy represent them) in connection with the Company’s obligations under this Section 2.2, the “second Demand Registration Statement”), which complies as to form described in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable SecuritiesSection 13(a) hereof. The Company agrees (subject to Section 2.3 hereof) to use its commercially reasonable efforts to cause the Demand Registration Statement filing required herein to become effective promptly and to qualify or register the Registrable Securities in such States as are reasonably requested by the Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a State in which such registration would cause: (i) the Company to be declared effective by obligated to register or license to do business in such State or submit to general service of process in such State, or (ii) the Commission as soon as practicable. Subject to Section 2.3 hereof, principal stockholders of the Company agrees to be obligated to escrow their shares of capital stock of the Company. The Company shall use its commercially reasonable efforts to keep cause any Demand Registration Statement continuously registration statement filed pursuant to the demand right granted under Section 13(a) to remain effective for a period of at least twelve (including the preparation and filing of any amendments and supplements necessary for that purpose12) until the earlier of (i) consecutive months from the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all Holders of the Registrable Securities covered by such Demand Registration Statement registration statement are eligible for sale without first given the opportunity to sell all of such securities. The Holders shall only use the prospectuses provided by the Company to sell the shares covered by such registration pursuant statements, and will immediately cease to Rule 144 (or use any successor provision) under prospectus furnished by the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) Company if the date on which Company advises the Holder that such prospectus may no longer be used due to a material misstatement or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statementomission. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).Appendix A - 8

Demand Registration. Subject to Sections 2.2(dUpon written request of the Holder(s) of at least a majority of the then outstanding Warrants and 2.3 hereof, Warrant Shares made at any time within the period commencing one year and ending five years after the date that is 365 Effective Date, the Company shall file within a reasonable period of time and, in any event within the time period provided in Section 12.3(a) after receipt of such written request on one occasion, a registration statement (or a post-effective amendment to a registration statement) under the Act registering the Warrant Shares. Within 15 days after receiving any such notice, the IPO Closing DateCompany shall give notice to the other Holders of the Warrants and the Warrant Shares advising that the Company is proceeding with such registration statement or post-effective amendment (the "Demand Registration Statement"), each and offering to include therein the Warrant Shares of such other Holders. The Company shall not be obligated to include the Warrant Shares of any such other Holder may deliver in such registration unless such other Holder shall accept such offer by notice in writing to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable within 15 days after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy notice from the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to shall use commercially its reasonable best efforts to file and cause the Demand Registration Statement to be declared become effective by as promptly as practicable and to remain effective for the Commission as soon as practicable. Subject period of time provided in Section 12.3, to Section 2.3 hereof, reflect in the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for financial statements that purposeare prepared in accordance with Section 10(a)(3) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Act, and to amend or supplement the Demand Registration Statement are eligible for sale without to reflect any facts or events arising that, individually or in the aggregate, represent a material change in the information set forth in the Demand Registration Statement to enable any Holders of Warrants to exercise warrants and/or sell the underlying Warrant Shares during such time period provided in Section 12.3. If any registration pursuant to Rule 144 this Section 12.1 is an underwritten offering, the Holders of a majority of the Warrant Shares to be included in such registration will select an underwriter (or any successor provisionmanaging underwriter if such offering should be syndicated) under approved by the Securities Act without volume limitations or other restrictions on transfer thereunderCompany, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statementapproval not to be unreasonably withheld. Notwithstanding anything in this Warrant Agreement to the foregoingcontrary, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed entitled to have satisfied its registration obligation under this Section 2.2(apostpone for a reasonable period of time (not exceeding 60 days in any 12-month period) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction filing or other order effectiveness of the Commission).Demand Registration Statement otherwise required to be prepared and filed by it pursuant to

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereof, at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand written request (a "Registration Notice Request") from Holders holding at least a Holder majority of the then outstanding Registrable Shares requesting that the Company effect the registration under the Securities Act of Registrable Shares at any time that the Company's Common Stock is traded on a public market with a Fair Value (as defined in the Warrant Agreement) of the Registrable Shares of $5.00 or more (as adjusted to reflect any stock dividend, stock split or reverse stock split, combination, recapitalization, reclassification, merger or consolidation, exchange, distribution or similar transaction), the Company shall (i) promptly give notice of the Registration Request to all non-requesting Holders and (ii) prepare and file with the Commission, within 45 days after its receipt of such Registration Request a registration statement for the purpose of effecting a registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if Shares which the Company has not already caused been so requested to register by the requesting Holders and any other Holder who requests to have its Registrable Shares included in such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement within 10 days after receipt of notice by such Holder of the Commission (in which event the Registration Request. The Company shall be deemed use its reasonable best efforts to have satisfied its effect such registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable but not later than 120 days after receiving the Demand Registration Notice, but in no event more than sixty (60) days following its receipt of such noticeRegistration Request (including, a new registration statement without limitation, the execution of an undertaking to file post-effective amendments and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any appropriate qualification under applicable state securities laws); and shall keep such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after second anniversary of the date of effectiveness of such Demand Registration Statementhereof, and (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration Shares registered pursuant to such registration have been sold pursuant to such registration statement or Rule 144 (144; provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2 in any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on particular jurisdiction in which the Holder Company would be required to execute a general consent to service of process in effecting such registration, qualification or Holders consummate compliance unless the sale of all of the Registrable Securities registered under Company is already subject to service in such Demand Registration Statementjurisdiction. Notwithstanding the foregoing, the Company may at shall have the right (the "Suspension Right") to defer such filing (or suspend sales under any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf filed registration statement pursuant to Rule 462(bor defer the updating of any filed registration statement and suspend sales thereunder) under the Securities Act (in which event for a period of not more than 60 days during any twelve-month period, if the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect furnish to the Registrable Securities so includedHolders a certificate signed by an executive officer or any director of the Company stating that, so long as in the good faith and reasonable judgment of the Company, it would be materially detrimental to the Company and its stockholders to file such registration statement remains effective or amendment thereto at such time (or continue sales under a filed registration statement) and not therefore the subject Company has elected to defer the filing of any stop order, injunction such registration statement (or other order of the Commissionsuspend sales under a filed registration statement).

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereof, at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice written request (a "DEMAND REQUEST") from a Holder requesting registration the Holders of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Requisite Securities, if the Company has not already caused such Registrable Securities to be included shall, as part of an existing shelf registration statement promptly as practicable prepare and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving SEC pursuant to Rule 415 under the Securities Act a Registration Statement on the appropriate form relating to resales of all Registrable Securities ("DEMAND REGISTRATION"). In addition to the foregoing, the Company may, at any time prior to the receipt of a Demand Request, at its option, prepare and cause to be filed with the SEC pursuant to Rule 415 under the Act a Registration Statement on the appropriate form relating to resales of all Registrable Securities (a "COMPANY REGISTRATION," either of the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, or Company Registration being referred to herein as a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”"REGISTRATION"), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to shall use commercially its reasonable best efforts to cause the Demand any such Registration Statement to be declared effective by the Commission as soon as practicableSEC. Subject To the extent necessary to ensure that the Registration Statement is available for sales of Registrable Securities by the Holders thereof entitled to the benefit of this Section 2.3 hereof4(a), the Company agrees to shall use commercially its reasonable best efforts to keep any Demand Registration Statement required by this Section 4(a) continuously effective effective, supplemented, amended and current as required by and subject to the provisions of Section 4(a) hereof and in conformity with the requirements of this Agreement, the Securities Act and the rules and regulations of the Commission promulgated thereunder from time to time (including the preparation (A) preparing and filing of any with the SEC such amendments and supplements post-effective amendments to the Registration Statement as may be necessary for that purposeto keep such Registration Statement effective; (B) cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and complying fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and (C) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement), until the earlier second anniversary of (i) the date that is two (2) years after the effective date of effectiveness of such Demand the Registration Statement, (ii) the ; provided that such obligation shall expire before such date on which if all of the Registrable Securities covered by such Demand the Registration Statement are eligible for sale without registration (i) have been sold pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, thereto or (iiiii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)are no longer Restricted Securities.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at At any time after the date market value of the Purchased Shares is estimated to be at least One Dollar ($1.00) per share, but not prior to April 30, 2002, and no later than October 31, 2006, Xxxx may request that is 365 days after the IPO Closing Date, each Holder may deliver Company register under the Securities Act all or any portion of the Registrable Securities held by Xxxx for sale in the manner specified in such request. Notwithstanding anything herein to the Company a written notice (a “Demand Registration Notice”) informing contrary, the Company of such Holder’s desire shall not be obligated to have some effect, or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting take any action to effect, any registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if pursuant to this Section 2.2 after the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus effected four (4) registrations (meaning that the Company then has on file with, and which has registration statements relating thereto have been declared effective by, by the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement Commission) at the request of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation Xxxx under this Section 2.2 with respect 2.2. Provided, also, that if the Board of Directors of the Company determines that a registration would be detrimental to such Registrable Securities)the Company, then the Company may delay commencement of its efforts to effect registration for up to six months after receipt of the registration request by Xxxx. If the Board makes such determination, any period of delay shall cause extend the termination date for demand requests pursuant to be filed this Section 2.2 by an amount equal to any period of delay. For example, if the Shareholder makes a request for registration in 2004 and the Board delays for six months, the Shareholder may make registration requests in accordance with the Commission as soon as reasonably practicable after receiving terms and conditions hereof until no later than April 30, 2007. If Xxxx intends to sell such Registrable Securities in an underwritten offering, he shall so advise the Demand Registration NoticeCompany in such initial request and the Company shall use its best efforts to select an underwriter, but in no event more than sixty (60) days following receipt which selection must be approved by Xxxx prior to the effective date of such notice, a new the registration statement and related prospectus covering relating to such offering. In the resale of the Registrable Securities on a delayed or continuous basis (event that any such registration statement used sale taking place pursuant to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group 2.2 shall be an underwritten public offering of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees shall become subject to use the terms and conditions of the underwriting agreement by and among the Company, Xxxx and the underwriter or underwriters in such offering, all on commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation terms and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)conditions.

Demand Registration. Subject to Sections 2.2(d(i) and 2.3 hereof, at At any time after following the date that is 365 days after expiration of the IPO Closing DateLock-Up Period, each Holder may deliver to the Company Investor shall have the option and right, exercisable by delivering a written notice to the Partnership (a “Demand Notice”), to require the Partnership to prepare and file a registration statement under the Securities Act (a “Demand Registration NoticeStatement”) informing to permit the Company public resale of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying (a) the number of Registrable Securities to be registered Purchased Units purchased by the Company Investor pursuant to the Unit Purchase Agreement, or (“Demand Registration”)b) Distribution Units issued to the Investor pursuant to the Unit Purchase Agreement, but not included in the Distribution Unit Registration Statement filed pursuant to Section 2.01(a) above. Upon receipt of a Any Demand Registration Notice from a Holder requesting Statement shall be on Form S-3 or such appropriate registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement form of the Commission (in which event the Company as shall be deemed selected by the Partnership so long as such form permits the continuous offering of the Purchased Units and Distribution Units, as applicable, pursuant to have satisfied Rule 415 of the Securities Act or such other rule as is then applicable at the then prevailing market prices. The Partnership shall use its registration obligation under this Section 2.2 with respect commercially reasonable efforts to such Registrable Securities), then the Company shall cause any Demand Registration Statement to be filed with the Commission declared effective as soon as reasonably practicable after receiving the thereafter. The Partnership shall use its commercially reasonable efforts to cause any Demand Registration NoticeStatement to be effective, but in no event more than sixty (60) days following receipt of such notice, a new registration statement supplemented and related prospectus covering amended to the extent necessary to ensure that it is available for the resale of the all Registrable Securities on covered by such Demand Registration Statement by a delayed or continuous basis Selling Investor until the date when all Registrable Securities covered by such Demand Registration Statement have ceased to be Registrable Securities pursuant to Section 1.02 of this Agreement (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration StatementStatement Effectiveness Period”), which complies . Any Demand Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable Commission rules providing for requirements of the sale by such Holder Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or group of Holders of such Registrable Securities. The Company agrees (subject omit to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement state a material fact required to be declared effective by stated therein or necessary to make the Commission as soon as practicable. Subject to Section 2.3 hereof, statements therein not misleading (in the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing case of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of prospectus contained in such Demand Registration Statement, (ii) in the light of the circumstances under which a statement is made). As soon as practicable following the date on which all of that the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 becomes effective, but in any event within two (or any successor provision2) under Business Days of such date, the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) Partnership shall provide the date on which the Holder or Holders consummate the sale of all Investor with written notice of the Registrable Securities registered under such effectiveness of the Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at At any time after following the date that is 365 days after one hundred twenty day (120)-day anniversary of the IPO Closing Effective Date, each Holder may deliver Purchaser shall have the right to request that the Company prepare and file with the Commission a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some registration statement on Form S-3 or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered other applicable form as determined by the Company (“Demand Registration”). Upon receipt the "Registration Statement") for the purpose of a Demand Registration Notice from a Holder requesting registration registering the sale of the lesser Shares and the Option Shares by such Purchaser from time to time on the facilities of (i) two hundred thousand (200,000) Registrable Securities any securities exchange or (ii) all trading system on which the Common Stock of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company is then has on file with, and which has been declared effective by, the Commission and which remains traded or in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the privately-negotiated transactions. The Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then prepare and file the Company shall cause to be filed Registration Statement with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty within thirty (6030) days following of the Company's receipt of such notice, a new Purchaser's written request of registration statement and related prospectus covering (the resale "Registration Request"). The Registration Statement shall contain all material non-public information disclosed to such Purchaser by the Company in connection with the purchase of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy Shares, the Company’s obligations under issuance of the Option Shares and the grant of the Option. For purposes of this Section 2.27, the “Demand Registration Statement”), which complies as to form term "Shares" and "Option Shares" shall include any other securities of the Company issued in all material respects with applicable Commission rules providing exchange for the sale Shares or the Option Shares, respectively, as a dividend on the Shares and the Option Shares or in connection with a stock split or other reorganization transaction, including, without limitation a Corporate Event (as applicable to the Option and the Option Shares to the extent the Option is assumed by such Holder the Acquiring Entity) affecting the Shares or group of Holders of such Registrable Securitiesthe Option Shares. The Company agrees (subject to Section 2.3 hereof) to shall use its commercially reasonable efforts to cause the Demand Registration Statement to be declared become effective (the "Registration Effective Date") within sixty (60) days of the Company's receipt of the Registration Request. The Company and such Purchaser shall bear equally, on a dollar-for-dollar basis, all expenses incurred by the Commission as soon as practicable. Subject Company and Purchaser (other than underwriting discounts, brokerage fees and commissions) in connection with the registration of such Purchaser's Shares and Option Shares pursuant to this Section 2.3 hereof7.1(a); provided, however, that such Purchaser shall bear all expenses incurred by the Company agrees and such Purchaser in connection with the registration if such Purchaser previously had the opportunity to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation register an equivalent number of Shares and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) Options Shares under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation rights under this Section 2.2(a7.1(b) with respect below, but elected not to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)do so.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereofThe Company, at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a upon written notice demand (a “Demand Registration Notice”) informing of the Company Holder(s) of such Holder’s desire at least 51% of the Warrants and/or the underlying Warrant Shares agrees to have some register, on one occasion, all or all any portion of its the Warrant Shares underlying the Warrants (collectively, the “Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand RegistrationSecurities”). Upon On such occasion, the Company will file a registration statement with the Commission covering the Registrable Securities within thirty (30) days after receipt of a Demand Registration Notice from and use its commercially reasonable efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder requesting is entitled to piggyback registration of the lesser of rights pursuant to Section 5(b) hereof and either: (i) two hundred thousand (200,000) Registrable Securities the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The sole demand for registration may be made at any time beginning on the Initial Exercise Date and expiring on the Termination Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of such Holder’s Registrable Securities, if the Company has not already caused such Warrants and/or the Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that within ten (10) days after the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement date of the Commission (in which event the receipt of any such Demand Notice. The Company shall be deemed bear all fees and expenses attendant to have satisfied its the registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used pursuant to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”5(a), which complies as but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to form represent them in all material respects connection with applicable Commission rules providing for the sale by such Holder or group of Holders of such the Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use its commercially reasonable efforts to cause the Demand Registration Statement filing required herein to be declared become effective promptly and to qualify or register the Registrable Securities in such States as are reasonably requested by the Commission as soon as practicable. Subject to Section 2.3 hereofHolder(s); provided, however, that in no event shall the Company agrees be required to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including register the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of Registrable Securities in a State in which such registration would cause: (i) the date that is two (2) years after the date Company to be obligated to register or license to do business in such State or submit to general service of effectiveness of process in such Demand Registration StatementState, or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant to the demand right granted under Section 5(a) to remain effective for a period of at least twelve (12) consecutive months after the date on which all that the Holders of the Registrable Securities covered by such Demand Registration Statement registration statement are eligible for sale without registration pursuant first given the opportunity to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of sell all of such securities. The Holders shall only use the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, prospectuses provided by the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any sell the Warrant Shares covered by such registration statement, including and will immediately cease to use any prospectus furnished by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall if the Company advises the Holder that such prospectus may no longer be deemed used due to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction a material misstatement or other order of the Commission)omission.

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereof, at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company Upon receipt of a written notice request (a “Demand Registration NoticeRequest”) informing from the Holders of Requisite Securities, subject to Section 4(c), the Company shall, as promptly as practicable prepare and cause to be filed with the SEC pursuant to Rule 415 under the Securities Act a Registration Statement on the appropriate form relating to resales of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon In addition to the foregoing, the Company may, at any time prior to the receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable SecuritiesRequest, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement at its option, prepare and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving SEC pursuant to Rule 415 under the Act a Registration Statement on the appropriate form relating to resales of all Registrable Securities (a “Company Registration,” either of the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, or Company Registration being referred to herein as a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration StatementRegistration”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to shall use commercially its reasonable best efforts to cause the Demand any such Registration Statement to be declared effective by the Commission as soon as practicableSEC. Subject To the extent necessary to ensure that the Registration Statement is available for sales of Registrable Securities by the Holders thereof entitled to the benefit of this Section 2.3 hereof4(a), the Company agrees to shall use commercially its reasonable best efforts to keep any Demand Registration Statement required by this Section 4(a) continuously effective effective, supplemented, amended and current as required by and subject to the provisions of Section 4(a) hereof and in conformity in all material respects with the requirements of this Agreement, the Securities Act and the rules and regulations of the Commission promulgated thereunder from time to time (including the preparation (A) preparing and filing of any with the SEC such amendments and supplements post-effective amendments to the Registration Statement as may be necessary for that purposeto keep such Registration Statement effective; (B) causing the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and complying with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and (C) complying with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement), until the earlier second anniversary of (i) the date that is two (2) years after the effective date of effectiveness of such Demand the Registration Statement, (ii) the ; provided that such obligation shall expire before such date on which if all of the Registrable Securities covered by such Demand the Registration Statement are eligible for sale without registration (i) have been sold pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, thereto or (iiiii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)are no longer Restricted Securities.

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereof, at any time after Upon the date that is 365 days after request of the IPO Closing Date, each Holder may deliver to the Company a written notice Purchaser (a “Demand Registration NoticeRequest”) informing that the Company of file a Form S-1 registration statement (or such Holder’s desire other form available to have some or all of its register for resale such Registrable Securities registered for resale and specifying the number of as a secondary offering) with respect to any Registrable Securities to be registered by the Company (a “Demand Long-Form Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, promptly (but in no event more later than ten (10) days following receipt thereof) deliver notice of such request to all other Holders, who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included in such Long-Form Registration. Each Registration Request shall also specify the expected method or methods of disposition of the applicable Registrable Securities, including whether such Registrable Securities are to be distributed by means of an underwritten offering (each such offering, an “Underwritten Offering”). The Company shall use its reasonable best efforts to as soon as practicable, and in any event within sixty (60) days following receipt after the date of such noticethe first Registration Request (and within forty-five (45) days after any subsequent Registration Request), prepare and file with the Commission a new registration statement and related prospectus Registration Statement covering the resale of all of the Registrable Securities on that the Participating Holders requested to be registered. The Company shall not be obligated to effect more than four (4) Long-Form Registrations in the aggregate, provided, that a delayed or continuous basis (any Long-Form Registration shall not be counted under the immediately preceding clause unless and until it has become effective and the Participating Holders are able to register and sell at least 75% of the Registrable Securities requested to be included in such registration statement used registration. Notwithstanding anything to satisfy the Company’s obligations contrary contained herein, no request may be made under this Section 2.22(a) within ninety (90) days after the effective date of a Registration Statement filed by the Company covering a firm commitment underwritten public offering. Subject to Section 4(a), the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to shall use commercially its reasonable best efforts to cause the Demand each such Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereofUpon the written request from the Holders of at least a majority of the Additional Registrable Securities then outstanding(the “Requisite Shareholders”), delivered at any time and from time to time after the date that is 365 days after the IPO Closing Datehereof, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale shall prepare and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of file a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus Statement covering the resale of the Additional Registrable Securities then outstanding on or prior to the applicable Filing Date. The Demand Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Additional Registrable Securities on a delayed or continuous basis (any Form S-3, in which case such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to shall be on another appropriate form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securitiesaccordance herewith). The Company agrees (subject to Section 2.3 hereof) to shall use its commercially reasonable best efforts to cause the Demand each Additional Registration Statement to be declared effective by under the Commission Securities Act as soon as practicable. Subject to Section 2.3 hereofpossible but, in any event, no later than the Company agrees to applicable Effectiveness Date, and shall use its commercially reasonable best efforts to cause each Additional Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the applicable Effectiveness Date, and shall use its commercially reasonable best efforts to keep any each Demand Registration Statement continuously effective (including under the preparation and filing of any amendments and supplements necessary for that purpose) Securities Act until the earlier of earliest of: (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which when all of the Additional Registrable Securities covered by such Demand Registration Statement are eligible for sale have been sold or may be sold without registration volume restrictions pursuant to Rule 144 (or any successor provision144(k) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iiiii) the date on which the Holder or Holders consummate the sale of when all of the Additional Registrable Securities registered under covered by such Demand Registration StatementStatement have been sold or may be sold in any 90 day period in reliance on Rule 144 (the “Subsequent Effectiveness Period”). Notwithstanding the foregoing, the Requisite Shareholders shall not be entitled to demand that the Company cause more than two (2) such demand registrations in any consecutive 12 month period to become effective pursuant to this Section 4(a) if such registrations have been declared or ordered and remain effective (it being understood that for purposes of a third demand pursuant to this Section 4(a), such 12 month period shall begin on the date the first demand was made and for purposes of any other demand pursuant to this Section 4(a), such 12 month period shall begin on the date the penultimate demand was made). Further, notwithstanding the foregoing, the Company may at suspend the effectiveness of any time (including, without limitation, prior to or after receiving a Demand Registration Notice from Statement by written notice to the Holders for a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof period not to exceed an aggregate of 30 days in any registration statement60-day period (each such period, including by virtue a “Suspension Period”) if (x) an event occurs and is continuing as a result of adding such Registrable Securities as additional securities to an Issuer which any Demand Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein would, in the Company’s judgment, contain an untrue statement of a Demand Registration Statement material fact or an existing shelf registration statement pursuant omit to Rule 462(bstate a material fact required to be stated therein or necessary to make the statements therein not misleading, and (y) under the Securities Act (in which event the Company shall determines in good faith that the disclosure of such event at such time would be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect materially detrimental to the Registrable Securities so includedCompany and its subsidiaries, so long as such registration statement remains effective and provided, that Suspension Periods shall not exceed an aggregate of 90 days in any 360-day period. The Company shall not be required to specify in the subject of any stop order, injunction or other order written notice to the Holders the nature of the Commission)event giving rise to the Suspension Period.

Demand Registration. Subject (a) The Holders of at least a majority of the then outstanding Registrable Securities (subject to Sections 2.2(dSection 2.1(d) below) may make up to two written requests to HT to register their Registrable Securities during each twelve month period (each such Holder making such request being referred to hereinafter as a "Requesting Holder"), under the Securities Act and 2.3 hereofunder the ----------------- securities or "blue sky" laws of any jurisdiction reasonably designated by such Requesting Holder (a "Demand Registration"), which may, at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration election of the lesser of (i) two hundred thousand (200,000) Registrable Securities ------------------- Requesting Holder, include all or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale portion of the Registrable Securities on a delayed or continuous basis held by such Requesting Holder unless in the case of an underwritten offering, the managing Underwriter advises that shares should be excluded (any in which case such registration statement used to satisfy Registrable Securities shall be excluded in accordance with the Company’s obligations under provisions of this Section 2.22.1 below). Within ten (10) Business Days after receipt by HT of such a written registration request, the “Demand Registration Statement”), which complies as HT shall promptly give written notice to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of other Holders of the proposed demand registration, and such Registrable Securitiesother Holders shall have the right to join in the proposed registration and sale, upon written request to HT within ten (10) Business Days after receipt of such notice from HT (such participating Holder additionally, hereinafter referred to as a "Requesting Holder"). The Company agrees (subject to Section 2.3 hereof) to At the request of the Requesting Holders, HT shall use its ----------------- commercially reasonable efforts to cause the Demand Registration Statement each offering pursuant to this Section to be declared effective managed, on a firm commitment basis, by a recognized regional or national Underwriter selected by the Commission as soon as practicableRequesting Holders and approved by HT, such approval not to be unreasonably withheld. Subject to Section 2.3 hereof, the Company agrees to HT shall use its commercially reasonable efforts to keep any cause such Demand Registration Statement to become effective not later than three (3) months after it receives an initial request for a Demand Registration and to remain continuously effective for a period of at least one-hundred thirty-five (including 135) days from the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the effective date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on Statement or such shorter period which shall terminate when all of the Registrable Securities covered by such the Demand Registration Statement are eligible for sale without have been sold pursuant thereto. HT shall not be required to effect more than two Demand Registrations at the request of the Holders in any twelve month period; provided, however, that any such request shall only be deemed the use of one of the two Demand Registrations hereunder, when a registration pursuant to Rule 144 statement covering not less than seventy-five percent (or any successor provision75%) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such specified in notices requesting registration are included for sale in the Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand for Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)that has been declared.

Demand Registration. (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. In the event that the number of Shares and/or Warrant Shares held by the Purchasers increases after the initial Filing Date, The Company agrees to amend the Registration Statement to include all Registrable Securities held by the Purchasers. The Registration Statement shall be on Form S-1 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to Sections 2.2(d) and 2.3 hereofthe terms of this Agreement, at any time the Company shall use its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the date that is 365 days after filing thereof, but in any event prior to the IPO Closing applicable Effectiveness Date, each Holder and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may deliver be sold without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written notice opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a “Demand Registration Notice”) informing Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Holder’s desire Registration Statement. The Company shall, by 9:30 a.m. New York City time on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to have some so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities registered for resale and specifying Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by warrants and other derivative securities (including the Company (“Demand Registration”). Upon receipt Warrants purchased on the date hereof) of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop orderregistration under the Registration Statement (applied, injunction in the case that some warrants may be registered, on a pro rata basis based on the total number of unregistered warrants), second by securities held directly or other order indirectly by either a director or requirement officer of the Commission Company or holder of greater than ten percent (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (6010%) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2securities, the “Demand Registration Statement”)except for Purchasers or affiliates thereof, which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective and third by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective remaining Common Stock (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder)applied, in its sole discretionthe case that some Common Stock may be registered, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue on a pro rata basis based on the total number of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commissionunregistered Common Stock).

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereof, If at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company is eligible to use a written notice Form S-3 registration statement, the Company receives a request in writing from one or more Restricted Stockholders (“Requesting Restricted Stockholders”) that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities held by the Requesting Restricted Stockholders having an anticipated aggregate offering price, net of Selling Expenses, of at least five million dollars ($5,000,000.00) (a “Demand Registration NoticeRequest”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable practicable, and in any event within ninety (90) days after receiving the date the Demand Registration NoticeRequest is received by the Company, but in no event more than sixty (60) days following receipt of such notice, file a new Form S-3 registration statement and related prospectus under the Securities Act covering the resale of the Registrable all Restricted Securities on a delayed or continuous basis (any requested to be included in such registration statement used by the Requesting Restricted Stockholders, subject to satisfy the Company’s obligations under this limitations of Section 2.2, the “Demand Registration Statement”4.1(b), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities4.1(c), and Section 4.3. The Company agrees (subject to Section 2.3 hereof) to shall use commercially reasonable best efforts to cause the Demand Registration Statement such Form S-3 registration statement to be declared effective by the Commission SEC as soon as practicablepracticable after filing. Subject Any registration requested by any Restricted Stockholder pursuant to this Section 2.3 hereof4.1 is referred to in this Agreement as a “Demand Registration.” (b) Notwithstanding the foregoing obligations, if the Company agrees furnishes to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for applicable Requesting Restricted Stockholders a certificate signed by the Company’s chief executive officer stating that purpose) until in the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all good faith judgment of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant Board it would be materially detrimental to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in and its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding stockholders for such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so either become effective or remain effective for as long as such registration statement remains effective otherwise would be required to remain effective, because such action would: (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than ninety (90) days after the subject Demand Registration Request; provided, however, that the Company may not invoke this right more than once with respect to any given Requesting Restricted Stockholders in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any stop orderother stockholder during such ninety (90) day period other than an Excluded Registration. -15- (c) The Company shall not be obligated to effect, injunction or other order to take any action to effect, any registration pursuant to Section 4.1(a) (i) during the period that is ninety (90) days before the Company’s good faith estimate of the Commissiondate of filing of, and ending on a date that is ninety (90) days after 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 statement to become effective; or (ii) if the Company has effected a registration pursuant to Section 4.1(a) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 4.1(c) until such time as the applicable registration statement has been declared effective by the SEC, unless the Requesting Restricted Stockholders withdraw their request for such registration, elects not to pay the registration expenses therefor, and forfeits its right to one demand registration statement pursuant to this Section 4.1 as provided in Section 4.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 4.1(c).. (d) The Restricted Stockholders as a group shall only be entitled to two (2) Demand Registrations under this Section 4.1. (e) Promptly after receipt of any Demand Registration Request, the Company shall give written notice of such request to all other Restricted Stockholders. Upon the request in writing of a Restricted Stockholder given within twenty (20) days after such notice is given by the Company, the Company shall use, subject to the provisions of Section 4.3, its commercially reasonable efforts to register, in accordance with the provisions of this Agreement, all the Registrable Securities that have been properly requested to be registered in such Demand Registration. 4.2

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at any time after Commencing on the date that is 365 days after the IPO Closing Date, the holders of at least sixty-six and two-thirds percent (662/3%) of the aggregate number of the Shares into which the Notes are or may be convertible (the “Registrable Securities”) shall have the right to request registration under the Securities Act for all or any portion of the Registrable Securities upon the terms and conditions set forth in this Section 1(a). Promptly after receipt of a request for registration pursuant to this Section 1(a) the Company shall notify each registered holder of the Registrable Securities (a “Holder”) in writing of such request for registration except to the extent that such Holder’s Registrable Securities were included in the demand. Upon receipt of such notice from the Company (the “Company Notice”), the Holder or the Holder’s agent may deliver to give the Company a written notice (a “Demand request to register all or some of the Holder’s Shares in the Registration Notice”) informing Statement described in the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company Notice (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration StatementNotice”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for provided that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, Notice is given within ten (ii10) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) days after the date on which the Holder or Holders consummate Company Notice is given (with such request stating (i) the sale amount of all Shares to be included and (ii) any other information reasonably requested by the Company to properly effect the registration of such Shares). The Company shall, as soon as practicable after the date on which the Company Notice is given, use reasonable commercial efforts to file a Registration Statement with the Securities and Exchange Commission (the “SEC”) covering the Shares specified in the Demand Notice and in any written request from any other Purchaser received by the Company within ten (10) days of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, date on which the Company may at any time (including, without limitation, prior Notice is given and will use reasonable commercial efforts to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand cause the Registration Statement or an existing shelf to become effective. No right to registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation of Shares under this Section 2.2(a1(a) with respect shall be construed to the Registrable Securities so included, so long as such limit any registration statement remains effective and not the subject of any stop order, injunction or other order required under Section 1(b) hereof. The obligations of the Commission).Company under this Section 1(a) shall expire after the Company has afforded the Holders the opportunity to exercise registration rights under this Section 1(a) for one registration. Attachment D to Securities Purchase Agreement

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at At any time ninety (90) days after the date hereof, the holders of a majority of the Registrable Securities then outstanding may request registration under the Securities Act of all of the Registrable Securities that is 365 days after the IPO Closing Dateare not then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, each Holder may deliver to on Form S-3 or any other form for which the Company a written notice (a “Demand Registration Notice”) informing then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the resale by the Holders of such Holder’s desire to have some or all of its the Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (each, a “Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securitiesrequest, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, promptly (but in no event more later than sixty twenty (6020) calendar days following after receipt of such notice, a new registration statement and related prospectus covering the resale request) deliver notice of the such request to all other holders of Registrable Securities on a delayed or continuous basis who shall then have ten (any 10 calendar days from the date such registration statement used notice is given to satisfy notify the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as Company in writing of their desire to form be included in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securitiesregistration. The Company agrees shall (subject i) use its commercially reasonable efforts to Section 2.3 hereofmake the initial filing of the Registration Statement within ninety (90) to calendar days after the date on which the initial request is given (ii) use its commercially reasonable efforts to cause the Demand such Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereofpracticable thereafter, the Company agrees to and (iii) use its commercially reasonable efforts to keep any Demand such Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all securities under such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statement filed hereunder shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) that “Plan of Distribution” in substantially the form attached hereto as Annex A. Notwithstanding the foregoing, in the event that the staff (the “Staff”) of the Commission should limit the number of Registrable Securities covered by such Demand that may be sold pursuant to the Registration Statement, the Company may remove from the Registration Statement are eligible for sale without such number of Registrable Securities as specified by the Commission on behalf of all of the holders of Registrable Securities on a pro rata basis among the holders thereof. In such event, the Company shall give the Holders prompt notice of the number of Registrable Securities excluded therefrom. The Company shall not be required to effect a registration pursuant to Rule 144 Form S-3 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on form for which the Holder Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the resale by the Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding Securities) more than two times for the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue holders of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)group.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at any time Promptly after the date that is 365 days after Closing Date (and in any event not later than the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company time of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting filing any registration statement covering shares issuable upon conversion of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable SecuritiesCompany's outstanding 10% Senior Convertible Notes under the Note Purchase Agreement dated January 8, if the Company has not already caused such Registrable Securities 2001), Mail.xxx xxxees to be included as part of an existing prepare and file a shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction Form S-3 or other order or requirement available form for an offering to be made on a continuous basis pursuant to Rule 415 (the "Registration Statement") covering all of the Commission (in which event Registrable Securities and to use reasonable commercial efforts to cause the Company shall be deemed Registration Statement to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission become effective as soon as reasonably practicable after receiving thereafter (the Demand "DEMAND REGISTRATION"); provided, however, (1) Mail.xxx xxx delay the filing or effectiveness of the Registration NoticeStatement under the Act as required by this SECTION 2.01, but in no event more than or any sales thereunder, for a period of up to sixty (60) days following receipt if Mail.xxx xx currently engaged in negotiating a material financing or acquisition or disposition or other material corporate transaction and the Board of Directors of Mail.xxx xxxermines in good faith that such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”)would be materially adverse to the interests of Mail.xxx xx connection with such financing, which complies as to form acquisition, disposition or other transaction; provided, however, that Mail.xxx xxx not exercise this right more than twice in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees any twelve (subject to Section 2.3 hereof12) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation month period and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years in no event shall Mail.xxx xx required to file more than one registration statement; provided, however, that if, after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder)has become effective, in its sole discretion, include all additional the offering of Registrable Securities then outstanding or any portion thereof in any registration statementpursuant thereto is suspended, including blocked by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)SEC or any governmental agency or court, or withdrawn, such Demand Registration will be deemed not to have been effected pursuant to this Section 2.01. If the Registration Statement in connection with a Demand Registration shall not become effective on or before 120 days after the Closing Date, then Mail.xxx xxxll pay to each such holder an amount equal to 1% per month (2% per month if the Registration Statement has not become effective initially on or before 240 days after the Closing Date) of the principal amount of the Exchange Notes held by such holder (pro rated for partial months) from such 120th day or 240th day, as applicable, until the earlier of the date on which the Registration Statement becomes effective and the second anniversary of the issuance of the Exchange Notes.

Demand Registration. Subject In the event the Company has not caused to Sections 2.2(dbe filed a Registration Statement as provided in Section 2(a) and 2.3 within six (6) months from the date hereof, Holder shall have the right, at any time and from time to time after the date that is 365 days after the IPO Closing Datesuch six (6) month period, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus demand that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand a Registration Notice, but in no event more than sixty (60) days following receipt of such notice, Statement or an amendment to a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules Statement providing for the sale registration under the Securities Act of the Shares to be issued to Holder to the extent allowed by applicable regulations and the resale by the Holder of all Registrable Securities, or, in the event the Company has filed a Registration Statement as provided in Section 2(a) within six (6) months from the date hereof, but such Registration Statement has not been declared effective by the SEC, Holder shall have the right at any time and from time to time after September 1, 1998, to demand that the Company cause to be filed a Registration Statement or group an amendment to a Registration Statement providing for the registration under the Securities Act of Holders the Shares to be issued to Holder and the resale by the Holder of all Registrable Securities; provided, however, if at the time of such Registrable Securitiesdemand, the Shares have been issued, such Registration Statement shall only relate to sales by Holder. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable its best efforts to keep any Demand such Registration Statement continuously effective (including under the preparation and filing of any amendments and supplements necessary Securities Act for that purpose) until the earlier of (i) a period expiring on the date that is two (2) years after from the date of effectiveness the last issuance of such Demand any Shares and further agrees to supplement or amend the Registration Statement, (ii) if and as required by the date on which all of rules, regulations or instructions applicable to the Registrable Securities covered registration form used by the Company for such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under by the Securities Act without volume limitations or by any other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under rules and regulations thereunder for such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereof, If at any time after the date that is 365 days after one-year anniversary of the IPO Closing Date, each Holder may deliver the Company shall receive from Purchaser a written request (a "DEMAND REQUEST") that the Company register on Form S-3 under the Securities Act (or if such form is not available, any registration statement form then available to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000Company) Registrable Securities or (ii) all having an anticipated aggregate offering price, net of such Holder’s Registrable Securitiesunderwriting discounts and commissions, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities)at least $50 million, then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Registrable Securities specified in such Demand Request (THE "DEMAND REGISTRABLE SECURITIES") to be registered as soon as reasonably practicable so as to permit the offering and sale thereof and, in connection therewith, shall prepare and file with the SEC as soon as practicable after receipt of such Demand Request, a registration statement (a "DEMAND REGISTRATION STATEMENT") to effect such registration; provided, however, that each such Demand Request shall: (i) specify the number of Demand Registrable Securities intended to be offered and sold by Purchaser pursuant thereto (which number of Demand Registrable Securities shall have an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $50 million); (ii) express the present intention of Purchaser to offer or cause the offering of such Demand Registrable Securities pursuant to such Demand Registration Statement; (iii) describe the nature or method of distribution of such Demand Registrable Securities pursuant to such Demand Registration Statement (including, in particular, whether Purchaser plans to effect such distribution by means of an underwritten offering or other method); and (iv) contain the undertaking of Purchaser to provide all such information and materials and take all such actions as may be declared effective by required in order to permit the Commission as soon as practicable. Subject Company to Section 2.3 hereofcomply with all applicable requirements of the Securities Act, the Company agrees Exchange Act and the rules and regulations of the SEC thereunder, and to use commercially reasonable efforts to keep obtain any Demand Registration Statement continuously desired acceleration of the effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at At any time after six months from the date that on which the Common Stock is 365 days after first publicly traded (the IPO Closing "Effective Date"), each Holder the holders of at least 20% of the Registrable Securities may deliver request registration under the Securities Act of all or part of the Registrable Securities. The Holders will collectively be entitled to request one (1) registration only, and the Company registration requested pursuant to this paragraph 1(a) is referred to herein as the "Demand Registration." The request for a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale shall be in writing and specifying shall specify the number of Registrable Securities requested to be registered by each Holder. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested Demand Registration to all other holders of Registrable Securities and will include in such registration the Registrable Securities with respect to which the Company receives written requests for inclusion therein within fifteen (15) days after the giving (in accordance with paragraph 9(f) hereof) of the Company's notice (such additional selling Holders, together with the original requesting Holders, being collectively referred to as the "Requesting Holders"). A registration will not count as the Demand Registration unless and until it has become effective (unless such Demand Registration has not become effective due solely to the fault of one or more of the Requesting Holders). The Company will pay all Registration Expenses (as defined in Section 4 hereof) other than underwriting discounts or commissions, if any, and filing fees relating to the Registrable Securities to be registered (collectively, the "Stockholder Costs") in connection with any registration initiated as a Demand Registration whether or not it has become effective. Upon the effectiveness of the Demand Registration, the Requesting Holders may thereafter sell the Registrable Securities covered by the effective Demand Registration from time to time, in their discretion, provided that they comply with all applicable federal and state securities laws, including, without limitation, prospectus delivery requirements; provided, further, that the Company shall not be obligated to keep such Demand Registration statement effective for a period longer than one year. The Company may, in its discretion, determine that the Demand Registration shall be underwritten by one or more underwriters. In such case, the managing underwriter (the "Underwriter") chosen by the Company shall be reasonably acceptable to the majority in interest of the Requesting Holders. All of the Registrable Securities requested to be registered by the Company (“Requesting Holders shall be included in the Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities In addition to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered requested to be registered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoingRequesting Holders, the Company may at any time (including, without limitation, prior to or after receiving a include in the Demand Registration Notice from a Holder)additional securities (the "Additional Securities") to be issued by it or to be sold by other security holders; provided, that if the Underwriter, if any, advises the Company in writing that in its sole discretionopinion the number of the Additional Securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering without materially adversely affecting the market for the Company's stock, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall will include in such registration only such number of the Additional Securities which the Underwriter determines may be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective pro rata among the Company and not the subject holders of any stop orderthe Additional Securities on the basis of the number of shares that they have requested to be registered or in accordance with contractual rights, injunction if any, or other order of preference rights determined by the Commission)Company.

Demand Registration. Subject (a) Prior to Sections 2.2(dthe earlier of (a) and 2.3 hereof, at any time after the date that is 365 days after on which all Registrable Securities may be sold without registration and without restriction or in accordance with Rule 144 in a single transaction and (b) the IPO Closing three-year anniversary of the Effective Date, each Holder holders of at least 75% of the Registrable Securities then outstanding may deliver request, in writing, registration under the Securities Act of all or any portion of the Registrable Securities that equals or exceeds 75% of the then outstanding Registrable Securities pursuant to the Company a written notice Registration Statement. The Company, in its sole discretion, may prepare a registration statement on a Form S-1 or any equivalent or successor form thereto (a “Demand Registration NoticeLong-Form Registration”) informing the Company of such Holder’s desire to have some ), or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company on Form S-3 or any equivalent or successor form thereto (a “Short-Form Registration” and, collectively with any Long-Form Registration, a “Demand Registration”). Such request for a Demand Registration must specify the number of Registrable Securities requested to be included in the Demand Registration. Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of any such Holder’s Registrable Securitiesrequest, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission will promptly (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more later than sixty (60) 20 days following receipt thereof) deliver notice of such notice, request to all other holders of Registrable Securities who will then have 10 days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company will prepare and file with (or confidentially submit to) the SEC a new registration statement and related prospectus Registration Statement covering the resale all of the Registrable Securities on a delayed or continuous basis (any that the holders thereof have requested to be included pursuant to such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), within 60 days after the date on which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to initial request is given and will use its commercially reasonable efforts to cause the Demand such Registration Statement to be declared effective by the Commission SEC as soon as practicablepracticable thereafter, subject to compliance with review by the SEC. Subject to Section 2.3 hereof, the The Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of not required seek effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue more than once for the holders of adding such Registrable Securities as additional securities to an Issuer a group; provided, that a Registration Statement, Statement will not count as a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation requested under this Section 2.2(a6.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective unless and not the subject of any stop order, injunction or other order of the Commission)until it has become effective.

Demand Registration. (a) Subject to Sections 2.2(d) the terms and 2.3 hereofconditions of this Agreement, including Section 2(c), if at any time after the date that is 365 days after the IPO Closing Datefollowing July 8, each Holder may deliver to 2010, the Company receives a written notice (a “Demand Registration Notice”) informing request from the Company Investor Representative on behalf of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus any Electing Investors that the Company then has on file with, and which has been declared effective by, register under the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement Securities Act Registrable Securities representing at least 5% of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities)outstanding shares of Common Stock, then the Company shall cause to be filed with the Commission file, as soon promptly as reasonably practicable after receiving but no later than the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such noticeapplicable Filing Deadline, a new registration statement and related prospectus under the Securities Act covering all Registrable Securities that the Investor Representative, on behalf of the Electing Investors, requests to be registered. The registration statement shall be on Form S-3 (except if the Company is not then eligible to register for resale of the Registrable Securities on a delayed or continuous basis (any Form S-3, in which case such registration statement used to satisfy shall be on another appropriate form for such purpose) and, if the Company’s obligations under this Section 2.2Company is a WKSI as of the Filing Deadline, the “Demand shall be an Automatic Shelf Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to shall use its commercially reasonable efforts to cause the Demand Registration Statement registration statement to be declared effective by or otherwise to become effective under the Commission Securities Act as soon as practicable. Subject to Section 2.3 hereofreasonably practicable but, in any event, no later than the Company agrees to Effectiveness Deadline, and shall use its commercially reasonable efforts to keep any Demand Registration Statement the registration statement continuously effective (including under the preparation and filing of any amendments and supplements necessary for that purpose) Securities Act until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii1) the date on which the Holder or Holders consummate Investor Representative notifies the sale of all of Company in writing that the Registrable Securities registered under included in such Demand Registration Statement. Notwithstanding registration statement have been sold or the foregoingoffering therefor has been terminated or (2) (x) 15 Business Days following the date on which such registration statement was declared effective by the SEC, if the Company may at any time is a WKSI and filed an Automatic Shelf Registration Statement in satisfaction of such demand, (includingy) 30 Business Days following the date on which such registration statement was declared effective by the SEC, without limitation, prior to or after receiving if the Company is not a Demand Registration Notice from a Holder), in its sole discretion, include all additional WKSI and registered for resale the Registrable Securities on Form S-3 in satisfaction of such demand, or (z) 50 Business Days following the date on which such registration statement was declared effective by the SEC, if the Company is neither a WKSI nor then outstanding eligible to use Form S-3 and registered for resale the Registrable Securities on Form S-1 or other applicable form in satisfaction of such demand; provided that each period specified in clause (2) of this sentence shall be extended automatically by one Business Day for each Business Day that the use of such registration statement or prospectus is suspended by the Company pursuant to Section 2(d) or pursuant to Section 5(i). Neither the Company nor any portion thereof other Person (other than any Electing Investor) shall be entitled to include Other Securities in any registration statement, including initiated by virtue the Investor Representative on behalf of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement the Electing Investors pursuant to Rule 462(b) under this Section 2 without the Securities Act prior written consent of the Investor Representative (in which event the Company shall case of Other Securities of the Company, such consent not to be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to unreasonably withheld, conditioned or delayed), and upon such consent the Registrable Securities so includedshall have priority for inclusion in any firm commitment underwritten offering, so long as such registration statement remains effective and not the subject ahead of all Other Securities, in any stop order, injunction or other order of the Commission)Underwriter Cutback.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at At any time after the date that is 365 days after issuance of any Earnout Shares, the IPO Closing Date, each Holder Stockholder may deliver require by a written notice signed by the Principal Stockholder and delivered to the Company a written notice (a “"Demand Registration Notice”") informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on prepare and file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving (but in any event within 60 days of receipt of the Demand Notice) a Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing Statement for the sale by such Holder or group the Stockholders of Holders of such Registrable SecuritiesShares. The Company agrees then shall use commercially reasonable efforts to prepare and file a Registration Statement on a form for which the Company then qualifies and which shall be available for the sale by the Stockholders (subject to Section 2.3 hereofin accordance with the intended methods of disposition thereof) to of any of the Shares, the registration of which is requested in the Demand Notice. The Company shall use commercially reasonable efforts to cause the Demand such Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) not later than the 120th day after the date on which the Holder Company receives the Demand Notice or Holders consummate the sale of all of the Registrable Securities registered under as promptly as practicable thereafter; provided, however, that if such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) is not declared effective under the Securities Act (in on or before the 120th day after the date on which event the Company receives the Demand Notice, then the Company shall be deemed pay a penalty consisting of a one-time issuance of shares of Common Stock in an aggregate amount equal to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order 15% of the Commissionnumber of Earnout Shares included in the Registration Statement, to each Stockholder pro rata in accordance with his percentage ownership of the Original Shares on or before the 120th day after the date on which the Company receives the Demand Notice (a "Demand Penalty Payment"). The Stockholders shall be entitled to one Demand Registration (requested by the Principal Stockholder) during each twelve-month period after each Earnout Payment Date on which Shares are issued. On each Earnout Payment Date on which Shares are issued, any unexercised right to a Demand Registration during the preceding twelve months shall expire. A Demand Registration may include any Shares held by the Stockholders on the date the Demand Notice is delivered.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at any time Commencing six months after the date initial Offering of the Class A Common Stock of the Company, the Perenchio Initiating Holders, the Televisa Initiating Holders or the Venevision Initiating Holders may, by written notice to the Company (the "Demand Notice"), demand that is 365 the Company file, and the Company shall file, a Registration Statement as soon as practicable but no later than 90 days after following such demand, covering the IPO Closing DateRegistrable Securities specified in the Demand Notice by the Initiating Holders on such form as shall be appropriate under the Securities Act (a "Demand Registration Statement"). The Perenchio Holders shall be entitled to demand that the Company file and cause to be declared effective such Demand Registration Statements on four (4) separate occasions, the Televisa Holders shall be entitled to demand that the Company file and cause to be declared effective such Demand Registration Statements on two (2) separate occasions and the Venevision Holders shall be entitled to demand that the Company file and cause to be declared effective such Demand Registration Statements on two (2) separate occasions. In addition, each Holder may deliver shall be entitled to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus demand that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission declared effective Ordinary S-3 Registration Statements as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securitiesprovided herein. The Company agrees (subject to Section 2.3 hereof) to shall use commercially reasonable its best efforts to cause the Demand Registration Statement to be declared effective on the date requested by the Commission managing underwriter for the Offering (no earlier than 60 days from the date of the Demand Notice), or, if such Offering is not underwritten, as soon as practicable. Subject to Section 2.3 hereofpracticable after the filing thereof with the Commission, the Company agrees to use commercially reasonable efforts to and shall keep any such Demand Registration Statement continuously effective for so long as the Offering has not been completed (including but in no event longer than 180 days from the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the effective date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all ). Upon receipt of the Registrable Securities covered by such a Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoingNotice, the Company may at any time shall provide notice thereof to the Holders other than the Initiating Holders (including, without limitation, prior the "Other Holders"). The Other Holders and the Company shall be permitted to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof register equity securities of the Company in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under participate in the Securities Act (Offering, but only as provided in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the 2.1, by requesting that any of their Registrable Securities so included, so long as such registration statement remains effective be included in the Demand Registration Statement for sale in the Offering on the following terms and not the subject of any stop order, injunction or other order of the Commission).conditions:

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at At any time after following the date that is 365 180 days after following the IPO Closing Date, each Holder may deliver Date but prior to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration expiration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable SecuritiesEffectiveness Period, if the Company has not already caused such shall be requested (a “Registration Request”) by Holders holding at least a majority of the then outstanding Registrable Securities to be included as part effect the registration under the Securities Act of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall (i) within ten (10) days of the receipt of such Registration Request, give written notice of such request to all Holders describing the terms of such registration and, if applicable, the underwriting and (ii) as soon as practicable cause to be prepared and filed with the Commission as soon as reasonably practicable after receiving the Demand SEC a Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering Statement providing for the resale of all Registrable Securities which Holders request to be registered. The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on a delayed or continuous basis (any Form S-3, in which case such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to shall be on another appropriate form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securitiesaccordance herewith). The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to shall cause the Demand Registration Statement to be declared effective by under the Commission Securities Act as soon promptly as practicablepossible after the filing thereof. Subject to Section 2.3 hereof, The Company shall keep the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including under the preparation and filing of any amendments and supplements necessary for that purpose) Securities Act until the earlier of (i) the date that is when all Registrable Securities covered by such Registration Statement have been sold. The Company shall not be obligated to file and cause to become effective more than two (2) years after Registration Statements pursuant to this Section 2(b). A Registration Statement shall not be counted for purposes of the date of effectiveness of foregoing until such Demand Registration Statement, (ii) time as such Registrations Statement has been declared effective by the date on which Commission and all of the Registrable Securities covered by offered pursuant to such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under sold thereunder upon the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective price and not the subject of any stop order, injunction or other order of the Commission)terms offered.

Demand Registration. Subject to Sections 2.2(d4.1.1. The Majority Kohlberg Holders and the Majority Co-Investor Holders may make a written request (any such request, a “Demand Request,” and any such requesting Person or a group of Persons, as the case may be, a “Demand Seller”) and 2.3 hereofthat the Company effect the registration under the Securities Act of such Demand Seller’s Registrable Common Stock, (i) in the case of the Majority Kohlberg Holders, at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to and (ii) in the case of the Majority Co-Investor Holders, at any time after the first anniversary of the consummation of the Initial Public Offering, specifying the intended method of disposition thereof. Promptly after receipt of such notice from the Demand Seller, the Company a will give written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying requested registration (the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt ) to all other Holders of a Demand Registration Notice from a Holder requesting Registrable Common Stock in accordance with Section 4.2, who shall have the opportunity to request registration of their Registrable Common Stock in accordance with the lesser procedures set forth in Section 4.2. The Company will then use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of the Registrable Common Stock which the Company has been requested to register by the Demand Seller under this Section 4.1, together with all other Registrable Common Stock which the Company has been requested to register pursuant to Section 4.2, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Common Stock which the Company has been so requested to register; provided, however, that the Company will not be obligated to (i) two hundred thousand (200,000) Registrable Securities or effect any Demand Registration where the aggregate offering price is expected in the reasonable opinion of the Board to be less than $20 million; (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has effect more than one Demand Registration in any consecutive twelve-month period on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement behalf of the Commission Majority Co-Investor Holders; (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event iii) effect more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale two Demand Registrations on behalf of the Registrable Securities on a delayed Majority Co-Investor Holders; or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereofiv) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep effect any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) prior to the date that is two (2) years after 90 days following the effective date of effectiveness of such any registration statement for an underwritten Public Offering. Notwithstanding anything to the contrary herein, no Demand Registration Statement, (ii) the date effected on which all behalf of the Registrable Securities covered by such Demand Registration Statement are eligible Majority Co-Investor Holders may be effected for sale without registration pursuant an offering expected to Rule 144 (be made on a continuous or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)delayed basis.

Demand Registration. Subject At any time prior to Sections 2.2(d) and 2.3 the fifth anniversary hereof, at any time after * shall have the date that is 365 days after the IPO Closing Date, each Holder may deliver right exercisable by written notice to the Company a written notice (a “the "Demand Registration Notice”) informing Request"), to have the Company of such Holder’s desire to have some or all of its Registrable prepare and file with the Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Exchange Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities"SEC"), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in on no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees one (subject to Section 2.3 hereof8 below) occasion, a registration statement and such other documents, _____________________ including a prospectus, as may be necessary in the opinion of the Company counsel, to use commercially reasonable efforts comply with the provisions of the Securities Act, so as to cause permit a public offering and sale of the Demand Registration Statement to be declared effective Warrant Shares for nine (9) consecutive months by the Commission as soon as practicable* . Subject to Section 2.3 hereofNotwithstanding anything else herein contained, the Company agrees will have no obligation to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation prepare and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without file a registration pursuant to Rule 144 (or any successor provision) statement under the Securities Act without volume limitations pursuant to this Section 6 other than on Form S-3 if available to the Company (or the equivalent thereto if such form is no longer generally available). The Company shall be entitled to postpone for up to six (6) months the filing of any registration statement otherwise required to be prepared and filed by the Company pursuant to this Section 6 if at the time the Company receives a request for registration the Board of Directors of the Company determines, in its reasonable business judgment, that the filing of such registration statement and the offering of the Warrant Shares pursuant thereto would interfere with any financing, acquisition, corporate reorganization or other restrictions on transfer thereundermaterial transaction by the Company, or and the Company promptly gives * notice of such determination and postponement. If the Company shall so postpone the filing of a registration statement, * shall have the right to withdraw the request for registration by giving written notice to the Company within fifteen (iii15) the date on which the Holder or Holders consummate the sale of all days after receipt of the Registrable Securities registered under Company's notice of postponement (and, in the event of such Demand Registration Statementwithdrawal, such request shall not be deemed a request for registration which may be made pursuant to this Section 6. Notwithstanding the foregoing, the Company may at any time (includingwill have no obligation to prepare and file a registration statement under the Securities Act, without limitation, prior if to or after receiving do so would require a Demand Registration Notice from a Holder), special audit of the Company's balance sheet and related financial statements in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any connection with the preparation of the registration statement, including by virtue even if, as a result, the filing of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf the registration statement pursuant to Rule 462(b) under would be delayed until after the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order completion of the Commission)Company's next regular audit.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, at At any time and from time to time, request, in writing, that the Company cause the registration of all or at least 250,000 shares of the Common Stock issued (the "Demand"). The Company shall promptly thereafter (and in any event within 10 days after its receipt of such Demand) cause to be prepared an amended registration statement, file the amended registration statement within 60 days after the date that is 365 of such request (45 days after in the IPO Closing Datecase of a Form S-3) (using Form S-3 or other "short form," if available and advised by counsel), each Holder may deliver to the end that such Common Stock may be sold thereunder as soon as it becomes effective, and the Company will use its reasonable best efforts to ensure that a written notice (distribution of the Common Stock pursuant to the amended registration statement may continue for up to nine months from the date of the effective date of the amended registration statement. Such registration shall hereinafter be called a “"Demand Registration." The Demand Registration Notice”) informing includes the right of the Conversion Parties to require the Company of to file a registration statement on Form S-3 (or if Form S-3 is unavailable to the Company, such Holder’s desire other form as is available) for an offering to have some be made on a continuous basis pursuant to a "shelf" registration statement under Rule 415 promulgated under the Securities Act. The Conversion Parties shall be entitled to request one Demand Registration. A Demand Registration shall not count as such until a registration statement becomes effective and remains effective for nine months or until all of its Registrable Securities registered for resale and specifying the number of Registrable Securities shares thereunder are sold; provided, that if, after it has become effective, the offering pursuant to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to is interfered with by any stop order, injunction or other order or requirement of the Commission (in which event the Company shall or any other governmental authority, such registration be deemed not to have satisfied its registration obligation under this Section 2.2 with respect to been effected unless such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order shall subsequently have been vacated or otherwise removed. The Conversion Parties shall select the underwriters of any offering pursuant to a registration statement filed pursuant to this Section 6.1(a), subject to the approval of the Commission)Company, which approval shall not be unreasonably withheld. Any selected underwriter shall be a well-recognized firm in good standing.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereofNo later than July 1, at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by2014, the Commission Partnership shall prepare and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed file with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering under the Securities Act providing for the resale of the Registrable Securities held by KED as permitted by Rule 415 of the Securities Act with respect to all of KED’s or its permitted transferee’s Registrable Securities; provided, that if on such date the Partnership is not eligible to use a delayed or continuous basis Form S-3, the obligation set forth in this sentence shall first apply 30 days following the date on which the Partnership becomes so eligible. Upon the written request (a “Registration Demand Notice”) by any such other Holders (other than KED and its permitted transferees) owning at least 1,500,000 of the then-outstanding Registrable Securities (each, an “Initiating Holder”), subject to adjustment pursuant to Section 3.04, the Partnership shall file with the Commission, as soon as reasonably practicable, a registration statement used (each a “Registration Statement,” including any Registration Statement filed specifically for KED or its permitted assigns) under the Securities Act providing for the resale of the Registrable Securities (including the registration statement to satisfy the Company’s obligations under this Section 2.2be filed for KED or its permitted assigns, the each a “Demand Shelf Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to Partnership shall use its commercially reasonable efforts to cause the Demand each Registration Statement to be declared effective by the Commission as soon as practicablereasonably practicable after the initial filing of the Registration Statement. Subject Any Registration Statement shall provide for the resale pursuant to Section 2.3 hereofany method or combination of methods legally available to, and requested by, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing Initiating Holders of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement are filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Initiating Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). Each Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As soon as practicable following the date that the Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Partnership shall provide the Holders with written notice of the effectiveness of the Registration Statement. The number of Registration Statements that may be required pursuant to this Section 2.01 shall be (i) with respect to the Insight Holders, collectively, limited to five, and (ii) with respect to LBC and KED, limited to one each. Once a Holder’s Registrable Securities become eligible for sale resale without registration restriction and without the need for current public information pursuant to any section of Rule 144 (or any successor provisionsimilar provision then in effect) under the Securities Act without volume limitations or other restrictions on transfer thereunderAct, or (iii) the date on which assuming the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities is not an affiliate (as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to defined in Rule 462(b144(a)(1) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(aAct) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)Partnership, such Holder may, at any time, request that the Partnership take such steps as are reasonably necessary to deregister such Common Units.

Demand Registration. Subject to Sections 2.2(d) and 2.3 hereof, If at any time after (a) there is no effective Registration Statement with respect to all of the date that is 365 days after outstanding Registrable Securities and (b) not all of the IPO Closing Dateoutstanding Registrable Securities may be sold without registration and without volume restrictions pursuant to Rule 144, each Holder then the Shareholders may deliver to the Company make a written notice demand for registration (a “Demand Registration” and the Registration NoticeStatement to be filed pursuant to such Demand Registration, the “Demand Registration Statement”) informing under the Company Securities Act of such Holder’s desire to have some the sale of all or all part of its Registrable Securities registered on Form S-1 or, if Holdco is so eligible, on Form S-3. Any request for resale and specifying a Demand Registration shall specify the number of shares (or other amount) of Registrable Securities proposed to be registered by sold and the Company intended method(s) of distribution thereof (such written demand, a “Demand RegistrationNotice”). Holdco shall use its best efforts to file such Demand Registration Statement within forty five (45) days after receiving the Demand Notice. Any Shareholder that has requested its Registrable Securities be included in a Demand Registration pursuant to this Section 2(a) may withdraw its Registrable Securities from such Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement; provided, however, that a Demand Registration in its entirety may only be withdrawn with the consent of all the Shareholders (collectively, the “Revoking Shareholders”). Upon receipt of a notice to withdraw such Demand Registration Notice from a Holder requesting registration Registration, Holdco shall cease all efforts to secure effectiveness of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all and each of the Registrable Securities covered Revoking Shareholders shall pay or reimburse Holdco for its pro rata share (based on the number of securities such Shareholder sought to register, as compared to the total number of securities of the Revoking Shareholders) of all registration expenses incurred by Holdco in connection with such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)Registration.

Demand Registration. Subject At any time and from time totime (i) if the Closing has occurred under the Merger Agreement on or prior to Sections 2.2(d) and 2.3 the date hereof, at any time after 180 days following the Closing Date under the Merger Agreement and (ii) if the Closing under the Merger Agreement has not occurred on or prior to the date hereof, after the date hereof, upon written request by the Requisite Holders that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a written notice effect the registration under the Securities Act of all or part of the Registrable Securities (a “"Demand Request"), the Company will use reasonable best efforts to register the Registrable Securities which the Company has been so requested to register by the Holders under the Securities Act for resale by the Holders in an underwritten offering (a "Demand Offering") pursuant to a registration statement (the "Demand Registration Notice”Statement") informing that has been declared effective by the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to Commission, which registration statement shall be registered kept effective by the Company until the earlier of such time as the Demand Offering is completed or the expiration of 60 days following the effectiveness of the Demand Registration Statement; provided that the Company shall not be obligated to effect a Demand Offering that is underwritten for Requisite Holders hereunder, but instead may effect a Demand Offering by registering resale transactions involving a non-underwritten distribution of Registrable Securities, if the Registrable Securities sought to be included in such Demand Offering by such Requisite Holders have an aggregate Reference Value of less than $30,000,000. The Company will use reasonable best efforts to have each Demand Registration Statement declared effective by the Commission within ninety (“90) days after receipt of such request or within sixty (60) days after receipt of such request if the Company is qualified to file a registration statement on Commission Form S-3, S-2 or any successor or similar short-form regixxxxxxxx statement (collectively, "Commission Form S-3"). Subject to subdivision (g), the Company may include in such Demand Registration”)Registration Statement and Demand Offering other securities of the Company for sale, for the Company's account or for the account of any other person. Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable SecuritiesRequest, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall promptly give written notice of such request to all Holders, and all Holders shall be deemed afforded the opportunity to have satisfied its registration obligation under this Section 2.2 with respect participate in such request as follows: subject to such Registrable Securitiessubdivision (f), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the will include in each Demand Registration Notice, but Statement and Demand Offering such number of Registrable Securities of any Holder joining in no event more than sixty (60) such request as are specified in a written request by the Holder received by the Company within 20 days following after receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy written notice from the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

Demand Registration. Subject Upon written notice to Sections 2.2(d) and 2.3 hereof, the Company delivered at any time after and from time to time beginning on the date that is 365 days after one (1)-year anniversary of the IPO Closing DateDate (each such notice, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing ” and each date the Company of such Holder’s desire receives a Demand Notice, a “Demand Date”), the Designee may require the Company to have some or all of its register the applicable Demand Registrable Securities registered for resale and specifying the number of Registrable Securities pursuant to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from Statement; provided that the Designee may not deliver more than two (2) Demand Notices during any three hundred sixty five (365) day period. The Company shall then prepare, and, as soon as practicable but in no event later than the applicable Demand Filing Deadline, file with the SEC a Holder requesting registration Demand Registration Statement on Form S-3 covering the resale of all of the lesser applicable Demand Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of (i) two hundred thousand (200,000) Section 2(g). Each Demand Registration Statement prepared pursuant hereto shall register for resale at least the Demand Required Registration Amount of Demand Registrable Securities set forth in the applicable Demand Notice. Each Demand Registration Statement shall contain (except if otherwise directed by the Required Holders or if not permitted under SEC regulations or not advisable under SEC rules or guidance) the “Plan of Distribution” and “Selling Shareholders” sections in substantially the form attached hereto as Exhibit A (ii) all of such Holder’s Registrable Securities, if it being understood that the Company has may include in such sections any such additional information not already caused such Registrable Securities otherwise contained therein that is required to be included as part of an existing shelf registration statement and related prospectus that in such sections under SEC regulations). The Company shall use its reasonable best efforts to have the Company then has on file with, and which has been applicable Demand Registration Statement declared effective by, by the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission SEC as soon as reasonably practicable after receiving the Demand Registration Noticepracticable, but in no event more later than sixty the applicable Demand Effectiveness Deadline. By 9:30 a.m. New York time on the second (602nd) days Business Day following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “applicable Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereofEffective Date, the Company agrees shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to use commercially reasonable efforts be used in connection with sales pursuant to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).

Demand Registration. Subject XLV shall have the right on any two (2) occasions between the second and fourth anniversary of the Effective Date to Sections 2.2(d) and 2.3 hereof, at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company make a written notice request of LASX for registration with the Securities and Exchange Commission ("SEC") (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“"Demand Registration”"), under and in accordance with the provisions of the Securities Act, for the offer and sale by XLV of the Shares issued pursuant to this Agreement (the "Registrable Securities"). Upon receipt of the written request by XLV of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable SecuritiesRegistration, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement LASX shall prepare and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration NoticeSEC, but in no event more than within sixty (60) days following the receipt of such noticerequest, a new registration statement on Form S-3 (or another appropriate form) (the "Demand Registration Statement") for the offer and related prospectus covering the resale sale by XLV of the Registrable Securities on and use reasonable efforts to have each such Demand Registration Statement declared effective by the SEC as promptly as reasonably practicable after the filing thereof with the SEC. LASX shall use its reasonable efforts to keep such Demand Registration Statement and the prospectus used in connection therewith effective and in compliance with applicable law for a delayed period of at least twelve (12) months (the "Effectiveness Period"). All expenses incident to LASX's performance or continuous basis (any such registration statement used to satisfy the Company’s obligations under compliance with this Section 2.27(a) shall be paid by LASX; provided, the “Demand Registration Statement”)however, XLV shall be responsible for and shall pay any underwriting, brokerage or selling agent's fees, discounts or commissions, and shall be responsible for and pay all legal fees and expenses of counsel to XLV or counsel to any underwriter or selling agent. In connection with any underwritten offering to which complies LASX shall have consented, LASX shall provide, or cause to be provided, such representations, warranties, covenants, opinions, "cold comfort" letters, indemnifications, opportunities for due diligence and other matters, and shall take all such other reasonable actions, as to form are customary in all material respects with applicable Commission rules providing for the sale by such Holder or group underwritten public offerings of Holders securities. Failure of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts LASX to cause the Demand Registration Statement to be declared effective within one hundred fifty (150) days of filing shall result in a sum payable to XLV by LASX (the Commission as soon as practicable"Registration Penalty"). Subject The Registration Penalty shall be equal to Section 2.3 hereof, the Company agrees sum of Fifty Thousand Dollars ($50,000.00) for failing to use commercially reasonable efforts to keep any cause the Demand Registration Statement continuously to be declared effective within one hundred fifty (including 150) days after filing and an additional Fifty Thousand Dollars ($50,000.00) for each ninety (90) day period thereafter until such time as the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all is declared effective. Failure of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under be declared effective for reasons that can be demonstrated by LASX to be beyond the Securities Act (control of LASX shall not result in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)a Registration Penalty.

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereof, at any time after the date that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand written request (a "Registration Notice Request") from a Holder requesting registration Initiating Holders at any time prior to the date on which, in the reasonable opinion of counsel to the Company, all of the lesser of Notes may be sold in accordance with Rule 144(k), the Company and the Guarantors shall (i) two hundred thousand (200,000) Registrable Securities or promptly give notice of the Registration Request to all non-requesting Holders and (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement prepare and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Noticepromptly, but in no any event more than sixty (60) within 60 days following after its receipt of such noticeRegistration Request, a new registration statement and related prospectus covering for the resale purpose of effecting a Registration of the Registrable Securities on a delayed or continuous basis (sale of all Notes and Guarantees requested to be Registered by the requesting Holders and any non-requesting Holder who requests to have his Notes and Guarantees included in such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale within ten days after receipt of notice by such Holder or group of Holders of such Registrable Securitiesthe Registration Request. The Company agrees (subject to Section 2.3 hereof) to and the Guarantors shall use commercially reasonable efforts to cause the Demand effect such Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereofpracticable (including, without limitation, the Company agrees execution of an undertaking to use commercially reasonable efforts to file post-effective amendments and appropriate qualification under applicable state securities laws); and shall keep any Demand such Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of on which all Notes have been sold pursuant to such Demand Registration Statement, registration statement or Rule 144 and (ii) the date on which which, in the reasonable opinion of counsel to the Company, all of the Registrable Securities covered by Notes may be sold in accordance with Rule 144(k); provided, however, that the Company and the Guarantors shall not be obligated to take any action to effect any such Demand Registration Statement are eligible for sale without registration Registration, qualification or compliance pursuant to Rule 144 this Section 2 (i) in any particular jurisdiction in which the Company or any successor provision) under Guarantor would become subject to taxation or would be required to execute a general consent to service of process in effecting such Registration, qualification or compliance unless the Securities Act without volume limitations Company or other restrictions on transfer thereunderthe Guarantor, as the case may be, is already subject to taxation or service in such jurisdiction or (iiiii) during the period starting with the date on which 60 days prior to the Holder or Holders consummate the sale of all Company's good faith estimate of the Registrable Securities registered under such Demand Registration Statementdate of filing of, and ending on a date 180 days after the effective date of, a Company-initiated registration. Notwithstanding the foregoing, the Company may shall have the right (the "Suspension Right") (i) to defer such filing or suspend sales under any filed registration statement for up to 90 days during any period of 365 days or (ii) defer the updating of any filed registration statement and suspend sales thereunder at any time (includingor from time to time, without limitationfor a period of not more than 90 days during any period of 365 days, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event if the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect furnish to the Registrable Securities so includedHolders a certificate signed by an executive officer or any director of the Company stating that, so long as in the good faith judgment of the Company, it would be detrimental to the Company and its shareholders to file such registration statement remains effective or amendment thereto at such time (or continue sales under a filed registration statement) and not therefore the subject Company has elected to defer the filing of any stop order, injunction such registration statement (or other order of the Commissionsuspend sales under a filed registration statement).

Demand Registration. Subject to Sections 2.2(d2.2(c) and 2.3 3 hereof, at any time after the date that is 365 days 14 months after the IPO Closing Dateclosing date of the IPO, if the Company (i) is not eligible to use Form S-3 or (ii) has failed to file the Shelf Registration Statement, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its their Registrable Securities registered for resale and specifying sale by the Company (a “Demand Registration”). Each Demand Registration Notice shall specify the number of Registrable Securities to be registered by the Company (“Demand Registration”)Company. Upon receipt of a Demand Registration Notice from a Holder requesting registration the Holders of at least 25% of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement Registration Statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities2), then the Company shall will cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty ninety (6090) days following receipt of such notice, a new registration statement Registration Statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which that complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such the Registrable Securities. The Company Securities (the “Demand Registration Statement”), and agrees (subject to Section 2.3 3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable following the filing thereof (if it is not an automatically effective Registration Statement). The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders of Registrable Securities as soon as practicable, and each Holder of Registrable Securities who wishes to participate in such Demand Registration Statement shall notify the Company in writing within five (5) Business Days after the receipt by the Holder of the notice from the Company, and shall specify in such notice the number of Registrable Securities to be included in the Demand Registration Statement. Subject to Section 2.3 3 hereof, the Company agrees to use commercially reasonable efforts to keep any the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such the Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under covered by such Demand Registration StatementStatement are no longer Registrable Securities. Notwithstanding the foregoing, the Company may at any time (includingtime, without limitation, in its sole discretion and prior to or after receiving a Demand Registration Notice from a any Holder), in its sole discretion, include all additional of any Holder’s Registrable Securities then outstanding or any portion thereof in any registration statementRegistration Statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand existing Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement Registration Statement remains effective and not the subject of any stop order, injunction or other order of the Commission) (any such Registration Statement, an “Other Registration Statement”). Furthermore, notwithstanding any provision of this Section 2.2(a) to the contrary, the Company shall have the option, in its sole discretion, to register pursuant to any Demand Registration Statement or Other Registration Statement, along with Registrable Securities that Holders have requested to be included in such Demand Registration Statement in accordance with this Section 2.2(a), any or all additional Registrable Securities that are outstanding.

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereof, at At any time after the date that is 365 days after fifth (5th) anniversary of the IPO Closing Date, each Holder may deliver Patriot shall have the right to request that the Company file a written notice Registration Statement (a “Demand Registration NoticeStatement”) informing with the Commission on the appropriate registration form for all or part of the Registrable Securities held by Patriot by delivering a written request to the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the class and number of shares of Registrable Securities that Patriot wishes to be registered by Register and the Company intended method of distribution thereof (a “Demand Registration”). Upon The Company shall (i) within ten (10) Business Days of the receipt of such request, give written notice of such Demand Registration to the other Holders of Registrable Securities (the “Company Notice”), if any, (ii) use its commercially reasonable efforts to file a Registration Statement (or an amendment or supplement to a previously filed Shelf Registration Statement) in respect of such Demand Registration as soon as reasonably practicable and in any event within one hundred twenty (120) calendar days of the receipt of the request for a Demand Registration Notice from a Holder requesting registration of (the lesser of “Filing Deadline”), and (iiii) two hundred thousand (200,000use its commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably practicable thereafter and in any event by the Effectiveness Deadline. Subject to Section 2(d) below, the Company shall include in such Registration all Registrable Securities or (ii) all the Holders, which for purposes of such Holder’s Registrable Securitiesclarity, if the Company has not already caused such Registrable Securities includes Patriot, request to be included as part (each, a “Participating Holder”) within the ten (10) Business Days following receipt of an existing shelf registration statement and related prospectus that the Company then has on file withNotice, and which has been declared effective byas applicable. No Holder shall be named as an “underwriter” in any Registration Statement without such Xxxxxx’s prior written consent. (b) Patriot shall have the right to require the Company to make a total of two (2) Demand Registrations pursuant to Section 2(a); provided, however, that Patriot may not require the Commission and which remains in Company to effect and not subject to any stop order, injunction or other order or requirement a Demand Registration within one hundred eighty (180) calendar days of the Commission date a previous Demand Registration was requested by Patriot; provided, further, that if a request under Section 2(a) is withdrawn by Patriot or is not deemed effective such request will not reduce the total number of Demand Registrations then available to Patriot. (in which event the c) The Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the effected a Demand Registration Notice, but in no event more than sixty (60for purposes of Section 2(b) days following receipt of such notice, a new registration statement and related prospectus covering if the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be is declared effective by the Commission or becomes effective upon filing with the Commission, and remains effective until such time as soon as practicable. Subject to Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 have been publicly sold by the Holders (or any successor provisionthe “Effectiveness Period”). (d) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, If: a Demand Registration Statement is not filed with the Commission on or an existing shelf registration statement pursuant prior to Rule 462(bthe Filing Deadline (the “Event Date”), then in addition to any other rights the Participating Holders (which for purposes of clarity includes Patriot) may have hereunder or under applicable law, on the Securities Act Event Date and on each monthly anniversary of each such Event Date (in which event if the applicable Event shall not have been cured by such date) until the Demand Registration Statement is filed, the Company shall pay to each Participating Holder an amount in cash as liquidated damages and not as a penalty (“Liquidated Damages”), equal to one and one quarter percent (1.25%) of the aggregate purchase price paid by such Participating Holder pursuant to the Purchase Agreement for any Registrable Securities held by such Participating Holder on the Event Date. The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be deemed payable (w) if a Demand Registration Statement has been filed with the Commission prior to have satisfied its registration obligation under this Section 2.2(athe Filing Deadline (irrespective of the date of any declaration of effectiveness by the Commission), (x) with respect to a Participating Holder, for an Event that relates to or is caused by any action or inaction taken by such Participating Holder, (y) with respect to a Participating Holder, in the Registrable Securities so included, so long as event such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission).Participating Holder is unable to

Demand Registration. Subject to Sections 2.2(d(i) and 2.3 hereof, at At any time after the date that is 365 consummation of an Initial Public Offering, (A) if no Automatic Exchange Event has occurred, upon each notice to the Company by the Xxxxx Foundation or the New York Trust, or (B) if an Automatic Exchange Event (including without limitation a Qualified Public Offering) has occurred, upon each notice to the Company by the holders of Registrable Securities then constituting at least a majority of the Registrable Securities, requesting, in the case of either (A) or (B), the registration of a specified number of Registrable Securities, the Company shall, as promptly as practicable and in any event not later than 90 days after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following Company's receipt of such notice, prepare and file with the Commission under the Securities Act a new registration statement and related prospectus covering the resale of Registration Statement with respect to the Registrable Securities on a delayed or continuous basis (any to which such registration statement used to satisfy the Company’s obligations under this Section 2.2notice relates, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to and shall use commercially its reasonable best efforts to cause the Demand such Registration Statement to be declared effective by at the Commission as soon as practicable. Subject earliest practicable date and to prepare and make available a Prospectus meeting the requirements of Section 2.3 hereof, the Company agrees to use commercially reasonable efforts to keep any Demand Registration Statement continuously effective (including the preparation and filing 10(a) of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions and providing for the method of disposition determined pursuant to Section 1(a)(iii) for such period as may be required by the Securities Act, but in no event beyond the period reasonably required by the underwriter(s) in any Underwritten Offering permitted pursuant to Section 7; provided, that the Company will not be required to effect any such registration within the period beginning on transfer thereunder, or the effective date of a Registration Statement filed by the Company on its behalf covering a firm commitment Underwritten Offering and ending on the later of (iiiA) 90 days after such effective date and (B) the date on which expiration of any lock-up period required by the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoingunderwriters, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder)if any, in its sole discretionconnection therewith; and provided, include all additional Registrable Securities then outstanding or any portion thereof in any registration statementfurther, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event that the Company shall use its reasonable best efforts to, and shall cause each underwriter participating in such registration and disposition to use its reasonable best efforts to, cause any registration and disposition of Registrable Securities requested pursuant to Section 1(a)(i)(A) to constitute a Qualified Public Offering. Two requests for registration may be deemed made pursuant to have satisfied its registration obligation under this Section 2.2(a1(a)(i); provided, that the number of such permissible requests shall be increased as set forth in Sections 1(c)(ii)(A) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission1(c)(iv).

Demand Registration. Subject to Sections 2.2(d2.1(c) and 2.3 3 hereof, at any time after the date that is 365 days 18 months after the IPO Closing Dateclosing date of the IPO, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its their Registrable Securities Shares registered for resale and specifying the number of Registrable Securities to be registered sale by the Company (a “Demand Registration”). Each Demand Registration Notice shall specify the number of Registrable Shares to be registered by the Company. Upon receipt of a the Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable SecuritiesNotice, if the Company has not already caused such the Registrable Securities Shares to be included as part of an existing shelf registration statement Registration Statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities2), then the Company shall will cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty ninety (6090) days following receipt of such notice, a new registration statement Registration Statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which that complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such the Registrable Securities. The Company Shares (the “Demand Registration Statement”), and agrees (subject to Section 2.3 2.2 hereof) to use commercially reasonable efforts to cause the Demand Registration Statement to be declared effective by the Commission as soon as practicable following the filing thereof (if it is not an automatically effective Registration Statement). The Company shall give written notice of the proposed filing of the Demand Registration Statement to all Holders of Registrable Shares as soon as practicable, and each Holder of Registrable Shares who wishes to participate in such Demand Registration Statement shall notify the Company in writing within five (5) Business Days after the receipt by the Holder of the notice from the Company, and shall specify in such notice the number of Registrable Shares to be included in the Demand Registration Statement. Subject to Section 2.3 3 hereof, the Company agrees to use commercially reasonable efforts to keep any the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such the Demand Registration Statement, (ii) the date on which all of the Registrable Securities Shares covered by such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under Shares covered by such Demand Registration StatementStatement are no longer Registrable Shares. Notwithstanding the foregoing, the Company may at any time (includingtime, without limitation, in its sole discretion and prior to or after receiving a Demand Registration Notice from a any Holder), in its sole discretion, include all additional of any Holder’s Registrable Securities then outstanding Shares or any portion thereof in any registration statementRegistration Statement, including by virtue of adding such Registrable Securities Shares as additional securities to an Issuer Registration Statement, a Demand existing Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a2.1(a) with respect to the Registrable Securities so included, so long as such registration statement Registration Statement remains effective and not the subject of any stop order, injunction or other order of the Commission) (any such Registration Statement, an “Other Registration Statement”). Furthermore, notwithstanding any provision of this Section 2.1(a) to the contrary, the Company shall have the option, in its sole discretion, to register pursuant to any Demand Registration Statement or Other Registration Statement, along with Registrable Shares that Holders have requested to be included in such Demand Registration Statement in accordance with this Section 2.1(a), any or all additional Registrable Shares that are outstanding.

Demand Registration. Subject to Sections 2.2(dUpon written request of the Holder(s) of at least a majority of the then outstanding Warrants and 2.3 hereof, Warrant Shares made at any time within the period commencing one year and ending five years after the date that is 365 Effective Date, the Company shall file at the Company's expense within a reasonable period of time and, in any event within the time period provided in Section 12.3(a) after receipt of such written request, on one occasion, a registration statement (or a post-effective amendment to a registration statement) under the Act registering the Warrant Shares. Within 15 days after receiving any such notice, the IPO Closing DateCompany shall give notice to the other Holders of the Warrants and the Warrant Shares advising that the Company is proceeding with such registration statement or post-effective amendment (the"Demand Registration Statement"), each and offering to include therein the Warrant Shares of such other Holders. The Company shall not be obligated to include the Warrant Shares of any such other Holder may deliver in such registration unless such other Holder shall accept such offer by notice in writing to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (“Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable within 15 days after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy notice from the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to shall use commercially its reasonable best efforts to file and cause the Demand Registration Statement to become effective as promptly as practicable and to remain effective for the period of time provided in Section 12.3, to reflect in the Demand Registration Statement financial statements that are prepared in accordance with Section 10(a)(3) of the Act, and to amend or supplement the Demand Registration Statement to reflect any facts or events arising that, individually or in the aggregate, represent a material change in the information set forth in the Demand Registration Statement to enable any Holders of Warrants to exercise warrants and/or sell the underlying Warrant Shares during such time period provided in Section 12.3. If any registration pursuant to this Section 12.1 is an underwritten offering, the Holders of a majority of the Warrant Shares to be declared effective included in such registration will select an underwriter (or managing underwriter if such offering should be syndicated) approved by the Commission as soon as practicableCompany, such approval not to be unreasonably withheld. Subject Notwithstanding anything in this Warrant Agreement to Section 2.3 hereofthe contrary, the Company agrees shall be entitled to use commercially postpone for a reasonable efforts to keep period of time (not exceeding 60 days in any 12-month period) the filing or effectiveness of the Demand Registration Statement continuously effective (including otherwise required to be prepared and filed by it pursuant to this Section 12.1 if the preparation Company's Board of Directors determines, in its reasonable discretion, that such registration and offering would adversely affect any financing, acquisition, corporate reorganization or other material transaction involving the Company and the Company promptly gives the Holders written notice of such determination specifying the grounds therefor and an estimate of the anticipated delay. If the Company shall so postpone the filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of such Demand Registration Statement, (ii) the date on which all a majority-in-interest of the Registrable Securities covered requesting Holders shall have the right to withdraw the request for demand registration by such Demand Registration Statement are eligible for sale without registration pursuant giving written notice to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all Company within 30 days after receipt of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing, the Company may at any time (including, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue notice of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission)postponement.

Demand Registration. Subject to Sections 2.2(d(a) and 2.3 hereof, at At any time after the date six (6) month anniversary of an IPO, the holders of a majority of the Registrable Securities then outstanding may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-11 or any successor form thereto (each a “Long-Form Registration”); provided that is 365 days after the IPO Closing Date, each Holder may deliver anticipated aggregate price to the Company a written notice (a “Demand Registration Notice”) informing the Company public of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying which registration is requested must be at least $10 million. Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered by the Company (“Demand Registration”)registered. Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable Securitiesrequest, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, promptly (but in no event more later than sixty five (605) days following receipt thereof) deliver notice of such notice, a new registration statement and related prospectus covering the resale request to all other holders of the Registrable Securities on a delayed or continuous basis who shall then have ten (any 10) days from the date such registration statement used notice is given to satisfy notify the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as Company in writing of their desire to form be included in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securitiesregistration. The Company agrees (subject to Section 2.3 hereof) to shall use commercially reasonable best efforts to file, as soon as practicable, a Registration Statement on Form S-11 (or any successor form) and to cause the Demand such Registration Statement to be declared effective by the Commission as soon as practicablepracticable thereafter. Subject The Company shall not be required to Section 2.3 hereofeffect a Long-Form Registration more than one (1) time for the holders of Registrable Securities as a group; provided, the Company agrees to use commercially reasonable efforts to keep any Demand that a Registration Statement continuously shall not count as a Long-Form Registration requested under this Section 2(a) unless and until it has become effective, and remains effective (including for the preparation period required by this Agreement, and filing of any amendments and supplements necessary for that purpose) until the earlier of (i) the date that is two (2) years after the date of effectiveness of holders requesting such Demand Registration Statement, (ii) the date on which all Statement are able to register at least 75% of the Registrable Securities covered by requested to be included in such Demand Registration Statement are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without volume limitations or other restrictions on transfer thereunder, or (iii) the date on which the Holder or Holders consummate the sale of all of the Registrable Securities registered under such Demand Registration Statement. Notwithstanding the foregoing; and, the Company may at any time (includingprovided, without limitationfurther, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof in any registration statement, including by virtue of adding such Registrable Securities as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) under the Securities Act (in which event that the Company shall not be deemed required to have satisfied its effect a Long-Form Registration if the Company is, at the time the request for registration obligation under this is made or within thirty (30) days thereafter, eligible to effect a Short-Form Registration, as provided in Section 2.2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission2(b).

Demand Registration. Subject No earlier than six (6) months after the Effective Date of the Registration Statement, and subject to Sections 2.2(dsection ‎12.10 below, provided that the Company’s shares of Common Stock are then publicly traded and subject to quotation on the OTCQB or similar trading market or listed on a national exchange, all or a majority (but not less than a majority) of the Shareholders may request in writing that all or part of the Registrable Common Stock issued to them in the Merger Agreement shall be registered under the Securities Act by the filing with the SEC of a Registration Statement on Form S-1 so as to permit public resale of the subject Registrable Common Stock (the "Novomic Shareholders Registration Statement"), subject to the provisions and limitations of Rule 415. The Shareholders owning a majority but not less than a majority of the BRDT Shares may make up to two (2) such requests for demand registration. Within twenty (20) days after receipt of any such request, the Company shall give written notice of such demand registration request to the other Shareholders and the Original Shareholders (sometimes collectively referred to as the "BRDT Holders") and 2.3 hereofsaid BRDT Holders shall have an additional twenty-five (25) days to request that their Registrable Common Stock be included in such Novomic Shareholder Registration Statement. Notwithstanding the foregoing, at any time after the date Shareholders understand that is 365 days after the IPO Closing Date, each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of shares of Registrable Securities Common Stock is or may be subject to be registered by the Company (“Demand Registration”). Upon receipt limitations of a Demand Registration Notice from a Holder requesting registration Rule 415 of the lesser of (i) two hundred thousand (200,000) Registrable Securities or (ii) all of such Holder’s Registrable SecuritiesAct. Thereupon, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.2 with respect to such Registrable Securities), then the Company shall cause to be filed with the Commission as soon as reasonably practicable after receiving the Demand Registration Notice, but in no event more than sixty (60) days following receipt of such notice, a new registration statement and related prospectus covering the resale of the Registrable Securities on a delayed or continuous basis (any such registration statement used to satisfy the Company’s obligations under this Section 2.2, the “Demand Registration Statement”), which complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 2.3 hereof) to use commercially reasonable efforts to cause the Demand Novomic Shareholders Registration Statement to be filed with the SEC, the Parties understanding that the process of preparing a Registration Statement with current business disclosure and financial statements may take up to sixty (60) days to prepare and file with the SEC. The Parties further understand that the SEC may take approximately thirty (30) days to review and comment on the Registration Statement and that it may take approximately four (4) months or less for said Registration Statement to be declared effective by the Commission as soon as practicable. Subject to Section 2.3 hereofSEC under the Securities Act; provided, however, that the Company agrees shall not be required to use commercially reasonable efforts to keep effect any Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of registration under this Section ‎12.2 (i) within a period of one hundred and eighty (180) days following the date that is two Effective Date of any previous Registration Statement; (2ii) years after if the date of effectiveness of Shareholders entitled to inclusion in such Demand Registration Statement, propose to sell Registrable Common Stock and such other securities (iiif any) at an aggregate price to the date on which all public (net of the Registrable Securities covered by such Demand Registration Statement are eligible for sale without registration pursuant any underwriters' discounts or commissions) of less or equal to Rule 144 one million United States (or any successor provisionUS$1,000,000) under the Securities Act without volume limitations or other restrictions on transfer thereunderdollars, or (iii) if, at the date on time of the request from the Shareholders the Company gives notice within thirty (30) days of such request that it is engaged in preparation of a registration statement for a firmly underwritten registered Public Offering (for which the Holder or Holders consummate registration statement will be filed within ninety (90) days) in which the sale of all Shareholders may include their BRDT Shares Registrable Common Stock pursuant to Section ‎12.3 below (subject to underwriting limitations set forth below in this Section ‎12.2), (iv) if the Company furnishes to the Shareholders a certificate signed by the Chairman of the Registrable Securities registered under Board certifying that it is not in the Company's best interests to file such Demand Registration Statement. Notwithstanding the foregoingregistration statement, the Company may at defer the filing for up to ninety (90) days, and such right may be utilized only once during any time twelve (including12) month period, without limitation, prior to or after receiving a Demand Registration Notice from a Holder), in its sole discretion, include all additional Registrable Securities then outstanding or any portion thereof (v) in any registration statementparticular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, including by virtue of adding unless the Company is already subject to service in such Registrable Securities jurisdiction and except as additional securities to an Issuer Registration Statement, a Demand Registration Statement or an existing shelf registration statement pursuant to Rule 462(b) may be required under the Securities Act Act, or (vi) if the Holder proposes to dispose of Registrable Common Stock that may be immediately registered on Form S-1. Notwithstanding any other provision of this Section ‎12.2, if the managing underwriter advises the Shareholders in which event writing that marketing factors require a limitation of the Company number of BRDT Shares to be underwritten, then there shall be deemed to have satisfied its registration obligation under this Section 2.2(a) with respect to the Registrable Securities so included, so long as excluded from such registration statement remains effective and not underwriting to the subject extent necessary to satisfy such limitation, first, BRDT Shares held by holders other than the Shareholders, as defined herein, second, shares of Common Stock which the Company may wish to register for its own account, and thereafter, to the extent necessary and only in the event that all other selling shareholders are excluded from registration, stocks held by the Shareholders; provided, however, that in any stop order, injunction or event all Registrable Common Stock must be included in such registration prior to any other order of the Commission)BRDT Shares. 12.3.