Common use of Demand Registration Clause in Contracts

Demand Registration. 2.1 After the earlier of (i) the first anniversary of the date of this Agreement, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statement.

Demand Registration. 2.1 After the earlier of (ia) the first anniversary of the date of this Agreement, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control If at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of at least a majority of the Registrable Securities Then Outstanding that the Company file a Form S-1 registration statement with respect to all or any Registration Statement filed portion of their Registrable Securities if the anticipated aggregate offering price, net of Selling Expenses, would exceed $15,000,000, then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders, and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company in which within twenty (20) days of the Holders party to date the Demand Notice could have included their is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3. (b) If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least twenty percent (20%) of the Registrable SecuritiesSecurities Then Outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $1,000,000, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company may delay within twenty (20) days of the effectiveness of a date the Demand Notice for a period is given, and in each case, subject to the limitations of not more than six months after receipt of a Demand Notice in any 12-month period Section 2.1(c) and Section 2.3. (c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by its president the Company’s chief executive officer stating that in the good faith judgment of the Company's board ’s Board of directors Directors it would be materially detrimental to the Company and its stockholders for the Registration Statement such registration statement to be effected at filed and it is therefore necessary to defer the filing of such time; and (iii) registration statement, then the Company need not prepare or file a Registration Statement pursuant shall have the right to a Demand Notice if it is then preparing a Registration Statement in connection defer taking action with an underwritten public offering of Company securitiesrespect 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 sixty (60) days after the request of the Initiating Holders is given; provided, however, that the Company may delay not invoke this right more than once in any twelve (12) month period; and provided further, that the effectiveness Company shall not register any securities for its own account or that of any other stockholder during such Demand Notice until ninety (90)-day period other than pursuant to any Excluded Registrations. (d) The Company shall not be obligated to effect, or to take any action to effect, any registration or file any registration statement pursuant to Section 2.1(a) (i) during the period commencing on the date that that is ninety (90) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) 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; (ii) after the Company has effected two registrations pursuant to Section 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b). (e) The Company shall not be obligated to effect, or to take any action to effect, any registration or file any registration statement pursuant to Section 2.1(b) (i) during the period commencing on the date that is thirty (30) days before the Company’s good faith estimate of the date 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; (ii) if the Company has effected two registrations pursuant to Section 2.1(b) within the twelve (12)-month period immediately preceding the date of such Registration Statementrequest; or (iii) if the Company has effected a registration pursuant to Section 2.1(b) within the six (6)-month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 2.1(e) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1(e) except as provided in Section 2.6.

Demand Registration. 2.1 After (a) If the Company shall receive, at any time after the earlier to occur of (i) the first date one hundred eighty (180) days after the initial public offering of any series or class of the Company’s securities under the Act (the “IPO”), and (ii) the fourth anniversary of the date of this Agreementhereof, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, from Preferred Stock Holders of holding at least fifty percent (50%) of all the Outstanding Registrable Securities then held by parties to this Agreement (or in the case of Preferred Stock Holders, a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided written notice requesting that the Company shall not be required effect a registration statement under the Act with respect to prepare all or file a Registration Statement under this Section 2 more than once in any twelve (12) month periodpart of the Outstanding Registrable Securities held by such Preferred Stock Holders, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, then the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, shall: (i) within ten (10) days from of the receipt thereof, give written notice of such request to all Preferred Stock Holders; and (ii) effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request, the Company's noticeregistration under the Act of all Registrable Securities which the Preferred Stock Holders request to be registered, request by notice to the Company within thirty (30) days of the mailing of the notice sent by the Company in accordance with Section 3.2(a)(i), subject to the limitations of Section 3.2(b). (b) If the Preferred Stock Holders initiating the registration request hereunder (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 3.2(a) and the Company shall include such information in the written notice referred to in Section 3.2(a)(i). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Preferred Stock Holder to include Registrable Securities in such registration shall be conditioned upon such Preferred Stock Holder’s participation in such underwriting and the inclusion of such Preferred Stock Holder's ’s Registrable Securities in the Registration Statementunderwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Preferred Stock Holder) to the extent provided herein. If the All Preferred Stock Holders that initiated a Demand Notice specify therein that they intend proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 3.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 3.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Preferred Stock Holders of Registrable Securities through an underwriterwhich would otherwise be underwritten pursuant hereto, then each Holder and the number of shares of Registrable Securities that requests inclusion may be included in the Registration Statement must participate underwriting shall be allocated among all Preferred Stock Holders thereof, including the Initiating Holders, in such underwritingproportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Preferred Stock Holder; provided, and become party to any required agreementshowever, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holdersunderwriting. 2.3 Registrations under this Section 2 are subject to (c) Notwithstanding the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period foregoing, if the Company furnishes shall furnish to Preferred Stock Holders requesting registration pursuant to this Section 3.2 a certificate signed by its president the President of the Company stating that in the good faith judgment of the Company's board Board of directors Directors of the Company it would be seriously detrimental to the Company and its stockholders for the Registration Statement a registration statement to be effected at filed and it is therefore essential to defer the filing of such time; and (iii) registration statement, then the Company need shall have the right to defer taking action with respect to such filing for a period of not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until more than one hundred eighty twenty (180120) days after receipt of the request of the Initiating Holders. (d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 3.2 after the Company has effected two (2) registrations on Form S-l pursuant to this Section 3.2 and such registration statements have been declared or ordered effective date and the sales of Registrable Securities under such Registration Statementregistration statements have closed. (e) No incidental right under this Section 3.2 shall be construed to limit any registration required under Section 3.3 or Section 3.4 herein.

Demand Registration. 2.1 After (a) If, at any time following the earlier date on which the Company shall have registered any of its securities (iincluding registration of shares held by persons other than "Holders" hereunder) under the Exchange Act (unless such registration is in connection with a firmly underwritten initial public offering of the Company's Common Stock (an "IPO"), then, at any time more than 180 days after the effectiveness of such IPO), (x) the first anniversary of the date of this Agreement, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to representing a majority of such Registrable Securities and (y) the proportion which the holders of a majority of the number shares of Common acquired pursuant Series 3 Preferred Stock, each shall have the right (which right is in addition to the Subscription Agreement bears registration rights under Sections 2.3 and 2.4 hereof), exercisable by written notice to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a the "Demand Notice"). , to have the Company prepare and file with the SEC, in the case of the Holders of Registrable Securities representing a majority of such Registrable Securities on two (2) occasions (provided that two or more registration statements filed in response to one Demand Notices Notice shall be made counted as one occasion) and in writing the case of holders of a majority of the shares of Series 3 Preferred Stock on one (1) occasion (provided that two or more registration statements filed in response to one Demand Notice shall be counted as one occasion), a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and Holders' Counsel, in order to comply with the provisions of the Securities Act, so as to permit a public offering and sale of their respective Registrable Securities (which may be an underwritten offering if so demanded) and cause such registration statement to be declared effective by the SEC within 120 days after such filing. The Company shall specify give written notice (a "Registration Notice") of any registration request under Section 2.2(a) to all other Holders of the Holders making Registrable Securities within ten (10) days from the date of receipt of the Demand Notice. The Company will, as expeditiously as reasonably possible, register the number of shares specified in the Demand Notice and type in notices received from any other Holders of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, who notify the underwriters name, address, telephone number and contact person. The Company will prepare and file a within ten (10) days after receiving the Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not have the right to delay or suspend the effectiveness of such registration request: (i) 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 under applicable securities laws to avoid the use of stale financial statements, (ii) if the Company would be required to prepare divulge in such registration statement the existence of any fact relating to a material business situation, transaction or file negotiation not otherwise required to be disclosed, or (iii) if the Board of Directors of the Company shall determine in good faith that the registration to be effected would not be in the best interest of the Company, in each such case the Company shall have the right to delay such filing for a Registration Statement under period of no longer than ninety (90) days (provided, however, that the Company shall not utilize this Section 2 right more than once in any twelve (12) month period, more than twice after an IPO or more than three ). (3b) times in total. Registrations pursuant to Demand Notices are subject Notwithstanding anything to the further limitations set forth contrary contained in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Noticethis Agreement, the Company shall deliver written notice not be required to all Holders that, effect a registration pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the 2.2 within 180 days following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement (i) a registration statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; accordance with Sections 2.2 or 2.3 or (ii) a registration statement for the account of another holder of securities of the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that Holders were afforded the opportunity to include the Registrable Securities in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementregistration.

Demand Registration. 2.1 After (a) Subject to the earlier conditions of this Section 2.2, if the Company shall receive a written request from (i) the first anniversary Holders holding not less than thirty percent (30%) of the date shares of this AgreementCommon Stock issued or issuable upon conversion of the Series A Preferred (other than Landmark Registrable Securities) then outstanding, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least holding not less than fifty percent (50%) of the Landmark Registrable Securities, (iii) the Holders holding not less than fifty percent (50%) of the shares of Common Stock issued or issuable upon conversion of the Series B Preferred (other than Landmark Registrable Securities) then outstanding or (iv) the Holders holding not less than fifty percent (50%) of the shares of Common Stock issued or issuable upon conversion of the Series B-1 Preferred (other than Landmark Registrable Securities) then outstanding (each, a “Demand Registration Request”), that the Company file a registration statement with respect to all or part of the Registrable Securities under the Securities Act, then the Company shall, within fifteen (15) calendar days of the receipt thereof, give written notice of such request to all Holders, and, subject to the limitations of this Section 2.2, use its commercially reasonable efforts to effect, as expeditiously as reasonably possible (and in any event within ninety (90) days of the date such request is given or such longer period as results from a delay for any reason from the SEC) the registration under the Securities Act of all Registrable Securities then held by parties that all Holders request to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired be registered pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the this Agreement. (b) The Company shall not be required to prepare effect or file take any action to effect a Registration Statement under registration pursuant to this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3.2.2: 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant prior to a Demand Notice within one hundred eighty (180) calendar days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; Initial Public Offering; (ii) (A) solely with respect to Section 2.2(a)(i) above, after the Company has effected two (2) registrations pursuant thereto, (B) solely with respect to Section 2.2(a)(ii) above, after the Company has effected two (2) registrations pursuant thereto, (C) solely with respect to Section 2.2(a)(iii) above, after the Company has effected one (1) registration pursuant thereto, and (D) solely with respect to Section 2.2(a)(iv) above, after the Company has effected one (1) registration pursuant thereto, and such registrations have been declared or ordered effective (which, for the avoidance of doubt, shall mean that the registrations shall have been continuously effective for one hundred eighty (180) calendar days, or until all Registrable Securities covered thereby have been sold, if earlier); (iii) if the Holders specified in Section 2.2(a) propose to dispose of Registrable Securities that may delay be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.4 below; (iv) if the effectiveness Holders specified in Section 2.2(a) propose to sell Registrable Securities, the aggregate proceeds of which are less than $10,000,000; or (v) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of a Demand Notice registration under the Securities Act for the purposes of a period public offering of securities of the Company (including but not more than six months after limited to, registration statements related to follow-on offerings of securities of the Company, but excluding Special Registration Statements); provided that the Company shall, within thirty (30) days of its receipt of a Demand Notice Registration Request, provide written notice to all Holders specified in any 12-month period Section 2.2(a) of its intent to file a registration statement for a public offering of securities of the Company within sixty (60) days; provided further that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; and provided further that in the case of a public offering other than an Initial Public Offering that the Initiating Holders (as defined below) are permitted to register such shares in such registration as requested to be registered pursuant to Section 2.3 hereof; or (vi) if the Company furnishes shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by its president the Chairman of the Board stating that in the good faith judgment of the Company's board of directors Board, it would be seriously detrimental to the Company and its stockholders for the Registration Statement such registration statement to be effected at such time; and (iii) , in which event the Company need shall have the right to defer such filing for a period of not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty more than sixty (18060) days after receipt of the effective date request of the initiating Holders; provided that such Registration Statement.right to delay a request shall be exercised by the Company not more than twice in any twelve month period;

Demand Registration. 2.1 After (a) Subject to the earlier conditions of this Section 2.1, if the Company shall receive a written request from the Required Holders (for purposes of this Section 2.1, the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of shares of the Common Stock issuable or issued upon conversion of the Preferred Stock (the “Preferred Stock Registrable Securities”), then the Company shall, within fifteen (15) days after the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.1, shall, as expeditiously as possible and in any event within sixty (60) days after receipt of the request from the Initiating Holders, file a registration statement under the Securities Act of all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities that all other Holders request to be registered, as specified by notice given by each such other Holder to the Company within twenty (20) days after the date that the written notice by the Company referred to above is given. (b) Notwithstanding the foregoing obligations, if the Company furnishes to the Initiating Holders a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s board of directors (the “Board”) it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement 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 first anniversary of the date of this Agreement, Company; (ii) require premature disclosure of material information that the consummation of an IPO 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 Spin-Off or Hostile Change in Control at any time, Holders period of at least fifty percent not more than ninety (50%90) of all Registrable Securities then held by parties to this Agreement (or in days after the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority request of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Initiating Holders making the Demand Noticeis given; provided, the number and type of Registrable Securities that each requests to be Registeredhowever, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall may not be required to prepare or file a Registration Statement under invoke this Section 2 right more than once in any twelve (12) month period; and provided, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Noticefurther, that the Company shall deliver written notice to all Holders that, not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a Demand NoticeSpecial Registration Statement. (c) If the Initiating Holders intend to distribute the Preferred Stock Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 or any request pursuant to Section 2.3 and the Company shall include such information in the written notice referred to in Section 2.1(a) or Section 2.3(a), as applicable. In such event, the Company will prepare and file a Registration Statement. Any right of any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the Registration Statementunderwriting to the extent provided herein. If the All Holders that initiated a Demand Notice specify therein that they intend proposing to distribute their Registrable Securities securities through such underwriting shall, together with the Company as provided in Section 2.5(e), enter into an underwriter, then each Holder that requests inclusion underwriting agreement in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that form with the underwriter limits or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.1 or Section 2.3, if the managing underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Preferred Stock Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders); provided, however, that the number of shares of Preferred Stock Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the offering to fewer than Company are first entirely excluded from the number that has been requested for Registration, then each Holder's underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be included in withdrawn from the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holdersregistration. 2.3 Registrations under (d) The Company shall not be required to effect a registration pursuant to this Section 2 are subject to the following limitations: 2.1: (i) prior to the Company need not prepare earlier of (A) the third anniversary of the date hereof or file a Registration Statement pursuant to a Demand Notice within (B) one hundred eighty (180) days after following the effective date of any Registration Statement filed by the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; (iii) if within fifteen (15) days of receipt of a written request from the Initiating Holders pursuant to Section 2.1(a), the Company gives notice to each of the Initiating Holders of the Company’s intention to file a registration statement for its Initial Offering within ninety (90) days after receipt of such written request from the Initiating Holders, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective during such period; (iv) if the Initiating Holders propose to dispose of shares of Preferred Stock Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3 below; or (v) in any particular jurisdiction in which the Holders party Company would be required to the Demand Notice could have included their Registrable Securities; (ii) qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process, as applicable, in such jurisdiction and except as may delay be required by the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration StatementSecurities Act.

Demand Registration. 2.1 After (a) If at any time or from time to time the earlier Company shall receive a written request from (x) a Holder or Holders holding more than 15% of the then outstanding Registrable Securities (assuming for this purpose that all Preferred Shares are converted in full, and irrespective of any limitations on conversion contemplated by the Certificates of Designations of such stock) or (y) any Initial Investor Holder (such requesting Person(s), the “Requesting Holders”), that the Company effect the registration under the Securities Act of all or any portion of such Requesting Holders’ Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request, a “Demand Registration”) at least 21 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Holders, and the Company shall effect (subject to the limitations set forth in Sections 2.01(e) hereof), as expeditiously as possible, the registration under the Securities Act of: (i) all Registrable Securities for which the first anniversary Requesting Holders have requested registration under this Section 2.01, and (ii) all other Registrable Securities that any other Holders (all such Holders, together with the Requesting Holders, the “Registering Holders”) have requested the Company to register by request received by the Company within 14 days after such Holders receive the Company’s notice of the date Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods of disposition specified in such request) of the Registrable Securities so to be registered; provided that no Person may participate in any registration statement pursuant to this AgreementSection 2.01(a) for an underwritten offering unless such Person agrees to sell its Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Requesting Holders (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in such transaction) and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no such Registering Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person’s ownership of its Registrable Securities to be transferred free and clear of all liens, claims and encumbrances, (ii) the consummation of an IPO or such Person’s power and authority to effect such transfer, and (iii) a Spin-Off or Hostile Change such matters as may be reasonably requested pertaining to such Person’s compliance with securities laws; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person shall be in Control at any timeproportion thereto; and provided, Holders further, that such liability shall be limited to the net amount received by such Person from the sale of at least fifty percent (50%) of all its Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Noticesuch offering; provided that that, subject to Section 2.01(d) hereof, the Company shall not be required obligated to: (A) effect any Demand Registration pursuant to prepare or file a Registration Statement under clause (x) of the first paragraph of this Section 2 2.01(a) unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included by all Registering Holders in such Demand Registration are at least $50 million (prior to deducting underwriting discounts and commissions); (B) effect more than once in any twelve one Demand Registration per Initial Investor Holder pursuant to clause (12y) month period, of the first paragraph of this Section 2.01(a) or effect more than twice after an IPO or more than three two Demand Registrations per Initial Investor Group pursuant to clause (3y) times of the first paragraph of this Section 2.01(a) (it being understood that the limitations in total. this clause (B) shall not limit rights to Demand Registrations pursuant to clause (x) of the first paragraph of this Section 2.01(a)); (C) effect a Demand Notices are subject Registration within 180 days of having effected a prior Demand Registration pursuant to this Section 2.01. (b) Promptly after the expiration of the 14-day period referred to in Section 2.01(a)(ii) hereof, the Company will notify all Registering Holders of the identities of the other Registering Holders and the number of shares of Registrable Securities requested to be registered. At any time prior to the further limitations set forth effective date of the registration statement relating to such registration, the Requesting Holders holding a majority of the Registrable Securities requested by such Requesting Holders to be included in Section 2.3such registration may revoke such request without liability to any of the other Registering Holders, by providing a notice to the Company revoking such request. 2.2 Within ten (10c) The Company shall be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such registration is effected. (d) A Demand Registration shall not be deemed to have occurred: (i) unless (A) the registration statement relating thereto shall have become effective under the Securities Act and shall have remained effective for a period of at least 180 consecutive days from its receipt (or such shorter period in which all Registrable Securities of the Registering Holders included in such registration have actually been sold thereunder), provided that such registration shall not be considered a Demand Registration if, after such registration statement becomes effective, such registration statement (or the use of the related prospectus) is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, and (B) if in connection with an underwritten offering, all customary conditions in the applicable underwriting agreement shall have been satisfied, other than any failure primarily due to an act, omission or misrepresentation of a valid Holder participating therein; or (ii) if due to the Demand NoticeMaximum Offering Size provision of Section 2.01(e) hereof, less than 75% of the Registrable Securities of the Requesting Holders sought to be included in such registration are included. (e) If a Demand Registration involves an underwritten public offering and the managing underwriter advises the Requesting Holders that, in its view, the number of shares that the Registering Holders propose to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Demand Maximum Offering Size”), the Company shall deliver written notice include in such registration, in the priority listed below, up to the Demand Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the Requesting Holders thatand all Registrable Securities requested to be included in such registration by any other Registering Holders (allocated, pursuant if necessary for the offering not to exceed the Demand Maximum Offering Size, pro rata among such Requesting Holders and other Registering Holders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each); and (ii) second, any shares of Common Stock proposed to be registered by the Company for its own account. (f) The Company may defer the filing (but not the preparation) of a Demand Noticeregistration statement required by Section 2.01 hereof until a date not later than 90 days after the date of the request to file such registration statement if (i) at the time the Company receives the request to register shares, the Company will prepare and file a Registration Statement. Any Holder who was not a party is engaged in confidential negotiations or other confidential business activities or the Board of Directors of the Company determines that the Company is at such time otherwise in possession of material non-public information with respect to the Demand Notice mayCompany, within ten in each case, disclosure of which would be required in such registration statement (10) days from receipt but would not be required if such registration statement were not filed), and the Board of Directors of the Company's notice, request Company determines in good faith that such public disclosure at that time would be materially detrimental to the Company to include the Holder's Registrable Securities in the Registration Statement. If and its stockholders (other than, if applicable, the Holders that initiated requesting such registration), or (ii) prior to receiving the request to register shares, the Board of Directors of the Company had resolved to effect a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in registered underwritten public offering of Company equity securities for the Registration Statement must participate in such underwriting, Company’s account and become party to any required agreements, the Company had taken substantial steps (including, but not limited to, customary underwriting selecting a managing underwriter for such offering) and indemnification agreementsis actively proceeding with reasonable diligence to effect such offering. The Company A deferral of the filing of a registration statement pursuant to this Section 2.01(f) shall have be lifted, and the right to approve any underwriterrequested registration statement shall be filed forthwith, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included if, in the offering case of a deferral pursuant to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: clause (i) of the Company need not prepare preceding sentence, the negotiations or file other activities are terminated or publicly disclosed (or such material non-public information has been publicly disclosed), or, in the case of a Registration Statement deferral pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.01(f), the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice shall promptly (but in any 12-month period if the Company furnishes event within 7 days), upon determining to seek such deferral, deliver to each Holder requesting such registration a certificate signed by its president an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.01(f) and (unless such Holder had previously requested in writing that the Company not disclose to it such information under this paragraph) a general statement of the reason for such deferral and an approximation of the anticipated delay (to the extent it shall be legally permissible for the Company to so disclose such information to such Holder). The Company may defer the filing of a registration statement pursuant to this Section 2.01(f) only once in any 360-day period and the period of deferrals shall not exceed 90 days in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementaggregate over any 360-day period.

Demand Registration. 2.1 After (a) If at any time after the earlier of (iA) the first anniversary of the date of this AgreementJuly 20, 2015 and (iiB) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of the registration statement for an IPO, the Company receives a request from Holders of at least fifty percent (50%) of the Registrable Securities then outstanding that the Company effect a registration with respect to at least ten percent (10%) of the Registrable Securities then outstanding, then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any Registration Statement filed event within sixty (60) days after the date such request is given by the Initiating Holders, file a registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company in which within twenty (20) days of the Holders party to date the Demand Notice could have included their Registrable Securities; is given, and in each case, subject to the limitations of Section 2.1(b) and Section 2.4. (iib) Notwithstanding the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by its president the Company’s chief executive officer stating that in the good faith judgment of the Company's board ’s Board of directors Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement 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 Registration Statement to be effected at such timeCompany; and (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 need not prepare unable to comply with requirements under the Securities Act or file a Registration Statement pursuant Exchange Act, then the Company shall have the right to a Demand Notice if it is then preparing a Registration Statement in connection defer taking action with an underwritten public offering of Company securitiesrespect 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 request of the Initiating Holders is given; provided, however, that the Company may delay not invoke this right more than twice in any twelve (12) month period; and provided further that the effectiveness Company shall not register any securities for its own account or that of any other stockholder during such Demand Notice until ninety (90) day period other than pursuant to an Excluded Registration. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1 (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) 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; (ii) after the Company has effected two (2) registrations under this Section 2.1; or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3. A registration shall not be counted as “effected” for purposes of this Section 2.1 until such Registration Statementtime as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.7, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1.

Demand Registration. 2.1 After the earlier of (ia) the first anniversary of the date of this Agreement, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control Form S-1 Demand. If at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the registration statement for the IPO, the Company receives a request from Holders of at least thirty-five percent (35%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least thirty-five percent (35%) of the Registrable Securities then outstanding in which the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million, then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders party other than the Initiating Holders and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice could have included their is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3. (b) Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least ten percent (10%) of the Registrable Securities; Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company may delay within twenty (20) days of the effectiveness of a date the Demand Notice for a period is given, and in each case, subject to the limitations of not more than six months after receipt of a Demand Notice in any 12-month period Sections 2.1(c) and 2.3. (c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by its president the Company’s chief executive officer stating that in the good faith judgment of the Company's board of directors Board it would be materially detrimental to the Company and its stockholders for the Registration Statement such registration statement to be effected at such time; and (iii) either become effective or remain effective, then the Company need not prepare or file a Registration Statement pursuant shall have the right to a Demand Notice if it is then preparing a Registration Statement in connection defer taking action with an underwritten public offering of Company securitiesrespect 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 sixty (60) days after the request of the Initiating Holders is given; provided, however, that the Company may delay not invoke this right more than twice in any twelve (12) month period (which may be for consecutive sixty (60) day periods aggregating to one hundred twenty (120) days); and provided further that the effectiveness Company shall not register any securities or instruments for its own account or that of any other stockholder during such Demand Notice until period other than an Excluded Registration. (d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) 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; (ii) after the Company has effected two registrations pursuant to Section 2.1(a) or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2.1(b) (A) during the period that is thirty (30) days before the Company’s good faith estimate of the date 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 (B) if the Company has effected two registrations pursuant to Section 2.1(b) within the twelve (12) month period immediately preceding the date of such Registration Statementrequest. A registration shall not be counted as “effected” for purposes of this Section 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1(d).

Demand Registration. 2.1 After the earlier of (a) (i) Provided that the first anniversary Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of this Agreementthe Plan (the “Initial Outstanding Amount”), (ii) shall have the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any timeright, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal written notice given to the proportion which the majority of the number shares of Common acquired pursuant Company (a “Demand Notice”), to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register register under and in accordance with the provisions of the Securities Act all or any or all portion of their the Registrable Securities designated by such Holder(s); provided, however, that (a "Demand Notice"). Demand Notices shall x) the estimated fair market value of the Registrable Securities requested to be made in writing and shall specify registered is equal to at least $10 million (or the Holders making the Demand Notice, the number and type entire amount of Registrable Securities that each requests to be Registered, whether then owned by the Holders if the estimated fair market value of the remaining Registrable Securities will be sold through an underwriteris less than $10 million), and if so, (y) prior to the underwriters name, address, telephone number and contact person. The time the Company will prepare and file a Registration Statement in accordance with Section 4 is eligible to use Form S-3 for the registration of Registrable Securities for resale, such Holder(s), in the aggregate, shall only be entitled to be Registered one Demand Registration per calendar year pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under provisions of this Section 2 more than once 3(a)(i) unless any Demand Registration does not become effective or is not maintained in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to effect for the further limitations respective periods set forth in Section 2.3. 2.2 Within 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt or more of the Company's noticeInitial Outstanding Amount, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve request the Company to register under and in accordance with the provisions of the Securities Act all or any underwriterportion of the Registrable Securities designated by such Holder(s); provided, which approval shall not be unreasonably withheld. In the event however, that the underwriter limits estimated fair market value of the number Registrable Securities requested to be registered is at least $10 million (or the entire amount of Registrable Securities to be included in then owned by the offering to fewer than Holders if the number that has been requested for Registration, then each Holder's estimated fair market value of the remaining Registrable Securities is less than $10 million), provided, however, that there shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 no more than five (5) Demand Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementthis Agreement.

Demand Registration. 2.1 After (a) Liberty Media or its designee, on behalf of the earlier Liberty Holders, shall be entitled to make written requests from time to time for Demand Registration of all or any part of the Registrable Securities held by the Liberty Holders, provided that each such Demand Registration must be in respect of Registrable Securities representing not less than the lower of (iA) 10% of the first anniversary Initial Amount or, with respect to Registrable Securities other than shares of Class A Stock, a number of such other securities having a fair market value (based on the average of the closing prices of such securities on the principal stock exchange or interdealer quotation system on which such securities are traded for the five consecutive trading days immediately preceding the date of this Agreementthe written request for such Demand Registration or, if such securities are not publicly traded, as determined in good faith by the Company's Board of Directors) equal to at least 10% of the product of (iix) the consummation Initial Amount, multiplied by (y) the average of an IPO the closing prices of the Class A Stock on the principal stock exchange or interdealer quotation system on which the Class A Stock is traded for the same five trading day period or (iiiB) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriterheld by the Liberty Holders. Notwithstanding the foregoing, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required obligated to prepare or file a Registration Statement under this Section 2 effect more than once in a total of five (5) Demand Registrations and Liberty Media and any twelve (12) month period, designee of Liberty Media may make no more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to two requests for a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if period. (b) Any request for a Demand Registration will specify the Company furnishes aggregate number and kind of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. A registration will not count as a certificate signed by its president stating that in the good faith judgment Demand Registration until it has become effective and at least 90% of the Company's board of directors it would be detrimental to the Company for the Registration Statement Registrable Securities requested to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement included in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementhave been registered and sold.

Demand Registration. 2.1 After (a) Subject to paragraph (b) hereof, any time after the earlier Company’s IPO, certain Stockholders, as set forth below, may request in writing (specifying that such request is being made pursuant to this Section 3.2) that the Company file a registration statement under the 1933 Act, or a similar document pursuant to any other statute then in effect corresponding to the 1933 Act (a “Demand Registration”). Each of (iA) the first anniversary of the date of this AgreementCCMP Stockholders, and (iiB) the consummation Xxxxxx Stockholders shall have the right to request an unlimited number of an IPO or (iii) a Spin-Off or Hostile Change in Control at Demand Registrations and any time, Holders of at least fifty Management Stockholder holding between five percent (505%) and fifteen percent (15%) of all Registrable Securities then held by parties the Company’s then-issued and outstanding Shares will be entitled to request one (1) Demand Registration (collectively, the “Demanding Holders”). (b) Notwithstanding anything contained in this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal Section 3.2 to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Noticecontrary, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be obligated to effect any registration under the 1933 Act except in accordance with the following provisions: (i) No Demanding Holder may request more than two (2) Demand Registrations in any one hundred eighty (180)-day period and in no event shall the Company be required to prepare or file a Registration Statement under this Section 2 effect more than once four (4) Demand Registrations in any twelve (12) month period; provided, more than twice after an IPO or more than three (3) times however, if the Demanding Holders are unable to sell at least a majority of the Registrable Securities to be included in total. Registrations any registration pursuant to Demand Notices are subject Section 3.2(a) as a result of an underwriter’s cutback pursuant to the further limitations set forth in Section 2.33.2(b)(iii), then such registration shall not count as a requested registration for purposes of this Section 3.2(b)(i). 2.2 Within ten (10ii) The Company may delay the filing or effectiveness of any registration statement for a period of up to ninety (90) days from its receipt after the date of a valid Demand Noticerequest for registration pursuant to Section 3.2 if at the time of such request (A) the Company is engaged, or has fixed plans to engage within ninety (90) days of the time of such request, in a firm commitment underwritten Public Offering of Primary Shares in which the holders of Registrable Shares have been or will be permitted to include all the Registrable Shares so requested to be registered pursuant to Section 3.3; (B) the Board reasonably determines that such registration and offering would interfere with any Material Transaction involving the Company; or (C) within the last forty-five (45) days the Company has completed a firm commitment underwritten Public Offering of Primary Shares in which the holders of Registrable Shares have been permitted to include Registrable Shares; provided, however, that the Company shall deliver written notice only be entitled to all Holders that, invoke its rights under this Section 3.2(b)(ii) one (1) time with respect to a request made pursuant to a Demand NoticeSection 3.2(a) by each Demanding Holder during any twelve (12) month period without CCMP Consent; (iii) With respect to any proposed registration pursuant to this Section 3.2, (X) the Company shall give prompt notice of such proposed registration to each Stockholder and shall offer to and shall include in such proposed registration any Registrable Securities requested to be included in such proposed registration by each Stockholder, provided that such Stockholder responds in writing to the Company’s notice within fifteen (15) days after delivery by the Company of such notice (which response shall specify the number of Registrable Securities such Stockholder is requesting to include in such registration) and (Y) the Company may include in such registration any Primary Shares; provided, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Securities and/or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Securities proposed to be included in such registration, then the number of Registrable Securities and/or Primary Shares proposed to be included in such registration shall be included in the following order: (A) first, the Company will prepare Registrable Securities owned by the Stockholders (including those requesting registration pursuant to Section 3.2 and file a Registration Statement. Any Holder who was not a party to Section 3.3), pro rata based upon the Demand Notice maynumber of Registrable Securities owned by the Stockholders; provided, within ten (10) days from receipt of that if the Company's notice, request managing underwriter advises the Company to include that the Holder's inclusion of all Registrable Securities proposed to be included in such registration would materially adversely affect the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriteroffering and sale (including pricing) of all such Securities, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities such registration shall be included allocated among the Stockholders on a pro rata basis in accordance with the underwriting pro rata, based on the total number of Registrable Securities held owned by the participating Holders.Stockholder who has requested inclusion; and 2.3 Registrations under this Section 2 are subject to (B) second, the following limitations: Primary Shares. provided, that at the election of the Company, (i) any registration pursuant to this Section 3.2 may be converted into a registration pursuant to Section 3.3 (in which event, such registration shall not be deemed to be a registration requested under Section 3.2(a) or count against the limitations on such registration requests set forth in this Section 3.2(b)) or (ii) with the consent of the Demanding Holders, the Primary Shares may be set at the same priority level as the Registrable Securities thereby being cutback on a pro rata basis based upon the number of Registrable Securities and Primary Shares requested to be included in such registration statement by the Stockholders and the Company. (iv) The Company shall not be obligated to effect any registration under the 1933 Act requested by any Stockholder if the anticipated gross offering price of all Registrable Securities to be included therein would be less than $10,000,000. (c) If the Holders of Registrable Securities requesting to be included in a registration pursuant to Section 3.2(a) so elect, the offering of such Registrable Securities pursuant to such registration shall be in the form of an underwritten Public Offering. (d) At any time before the registration statement covering such Registrable Securities becomes effective, the Demanding Holders may request the Company need to withdraw or not prepare to file the registration statement. In that event, unless such request of withdrawal was caused by, or file made in response to, (i) a Registration Statement material adverse effect or a similar event related to the business, properties, condition, or operations of the Company not known (without imputing the knowledge of any other Person to such holders) by the Demanding Holders at the time their request was made, or other material facts not known to such Demanding Holders at the time their request was made, or (ii) a material adverse change in the financial markets, the Demanding Holders shall be deemed to have used one of their registration rights under Section 3.2(a); provided, however, that such withdrawn registration shall not count as a requested registration pursuant to a Demand Notice within one hundred eighty Section 3.2(a) for purposes of Section 3.2(b)(i) above if the Company shall have been reimbursed (180) days after in the effective date absence of any Registration Statement filed agreement to the contrary, pro rata by the Demanding Holders) for all out-of-pocket expenses incurred by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; connection with such withdrawn registration. (iie) the Company may delay the effectiveness of a Demand Notice If, after it has become effective, (i) such registration statement has not been kept continuously effective for a period of not more than six months after receipt of a Demand Notice in at least 180 days (or such shorter period which will terminate when all the Registrable Securities covered by such registration statement have been sold pursuant thereto), (ii) such registration requested pursuant to Section 3.2(a) becomes subject to any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment stop order, injunction or other order or requirement of the Company's board of directors it would be detrimental to the Company Commission or other governmental agency or court for the Registration Statement to be effected at such time; and any reason, or (iii) the Company need not prepare conditions to closing specified in the purchase agreement or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement underwriting agreement entered into in connection with an underwritten public offering such registration are not satisfied or waived, other than by reason of Company securitiessome act or omission by the Demanding Holders, and such registration shall not count as a requested registration pursuant to Section 3.2(a). (f) If, on or after the receipt by the Company may delay of a request for registration of a Public Offering pursuant to Section 3.2, the effectiveness proposed managing underwriter (or underwriters) of such Demand Notice until one hundred eighty (180) days after offering reasonably believes that the effective date number of shares to be registered is less than the minimum number necessary for the success of such Registration Statementoffering, the Company will promptly prepare and submit to the Board, use its best efforts to cause to be adopted by the Board and Stockholders, and, if so adopted, file and cause to become effective, an amendment to its certificate of incorporation so as to cause each Share to be converted into such number of new shares so that the number of shares of Registrable Securities to be registered is equal to the minimum number which such managing underwriter (or underwriters) reasonably believes is necessary for the success of such offering. Each Stockholder and such Stockholder’s Permitted Transferees, shall vote the Shares held by such Stockholder or Permitted Transferee in favor of adopting such amendment.

Demand Registration. 2.1 After (a) At any time after the expiration of the lock-up period agreed to by any Holder with the Managing Underwriter in connection with the IPO (or if such lock-up period is waived by such Managing Underwriter, from and after such earlier date), upon the written request (a “Notice”) by Holders collectively owning at least ten percent (10%) of the then-outstanding Registrable Securities (“Requesting Holders”), subject to adjustment pursuant to Section 3.04, the Partnership shall file with the Commission within sixty (60) calendar days following the receipt of the Notice, a registration statement (each, a “Registration Statement”) of the Partnership to permit the public sale by Holders of all Registrable Securities which are permitted to participate in such Registration Statement pursuant to this Agreement (and may cover other securities of the Partnership) on (i) Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale of Registrable Securities, from time to time (a “Shelf Registration Statement”) or (ii) if the Partnership is not then eligible to file on Form S-3, on Form S-1 or under any other rule or regulation promulgated under the Securities Act, or any successor rule that may be adopted by the Commission, and all amendments and supplements to such Registration Statement, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and any document incorporated by reference therein. (b) A Notice shall specify: (i) the first anniversary approximate aggregate number of the date of this AgreementRegistrable Securities requested to be registered by such Requesting Holder(s), (ii) the consummation intended method of an IPO or (iii) a Spin-Off or Hostile Change in Control at any timedisposition of the Registrable Securities, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, extent then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; known and (iii) the Company need not prepare or file identity of the Requesting Holder(s). Within five (5) business days after receipt of a Notice, the Partnership shall give written notice of such Notice to all other Holders. (c) The Partnership shall use its commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission as soon as practicable after the initial filing date. Any Registration Statement shall provide for the resale pursuant to a Demand Notice if any method or combination of methods, and shall be on such appropriate registration forms of the Commission, legally available to, and requested by, the Requesting Holders of any and all Registrable Securities covered by such Registration Statement. The Partnership shall use its commercially reasonable efforts to cause each Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is then preparing 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. Subject to Section 2.02(b), there shall be no limit on the number of Registration Statements that may be required by the Holders hereunder. (d) To the extent the Partnership is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”), the Partnership shall file any Shelf Registration Statement in connection with the form of an underwritten public offering of Company securities, automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto. The Partnership shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Company may delay Securities Act)) during the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration StatementEffectiveness Period.

Demand Registration. 2.1 After Subject to the earlier restrictions set forth below, if at any time after the consummation of the initial Business Combination, the Company shall receive from the Holders (ithe "Requesting Holders") owning at least twenty-five percent (25%) of the first anniversary then outstanding shares of Registrable Securities as of the date of this Agreementthe request, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of written request to register at least fifty fifteen percent (5015%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage aggregate number of Registrable Securities equal to the proportion which the majority owned by all of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time Requesting Holders as of the Spin-Off) may request date of such request, then the Company to Register any or all will give notice of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice such request to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from of receiving such request and shall effect as soon thereafter as practicable, and in any event within forty-five (45) days of the receipt of such request, the Company's notice, request Registration under the Company to include the Holder's Securities Act of all Registrable Securities which any Holder requests to be registered except as provided in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreementsSection 2.03 below. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities obligated to be included in the offering effect, or to fewer than the number that has been requested for Registrationtake any action to effect, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under any such Registration pursuant to this Section 2 are subject 2.01: (a) During the period starting with the date sixty (60) days prior to the following limitations: (i) Company's good faith estimate of the Company need not prepare or file date of filing of, and ending on a Registration Statement pursuant to a Demand Notice within date one hundred eighty (180) days after the effective date of, a Company-initiated Registration; provided that the Company has delivered notice of any such Company-initiated Registration to the Holders prior to its receipt of the Holders' written request for a Demand Registration and it continues to actively employ in good faith all reasonable efforts to cause such Registration Statement filed by to become effective; or (b) if the Holders have requested an Underwritten Registration, the Company in which and the Holders party are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (c) if in the good faith judgment of the Board, such Registration would be seriously detrimental to the Demand Notice could have included their Registrable Securities; (ii) Company and the Board concludes, as a result, that it is essential to defer the filing of such Registration Statement at such time, and the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes shall furnish to such Holders a certificate signed by its president the President of the Company stating that in the good faith judgment of the Company's board of directors Board, it would be seriously detrimental to the Company for the such Registration Statement to be effected at filed in the near future and that it is, therefore, essential to defer the filing of such time; and (iii) Registration Statement. In such event, the Company need shall have the right to defer such filing (except as provided in subparagraph (a) above) for a period of not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until more than one hundred eighty (180) days after receipt of the request of the Holders; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding the foregoing, the Company shall ensure that no such Registration shall become effective date with respect to any Registrable Securities subject to an applicable Lock-up Period and/or Warrant Exercise Restriction until after the expiration of the applicable Lock-up Period and/or Warrant Exercise Restriction, as the case may be. Furthermore, the Company shall not be required to effect more than three (3) Registrations, which may be either Long-Form Registrations or Short-Form Registrations, under this Section 2.01 on behalf of the Holders; provided, however, that a Registration shall not be counted for such purposes unless such Long-Form Registration has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Long-Form Registration have been sold, in accordance with Section 3.01(a) of this Agreement; and provided, further, however, that the Company will not be obligated to effect any such Short-Form Registration: (a) if Form S-3 is not available for such offering; (b) if in the good faith judgment of the Board, such Registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such Registration Statement at such time, and the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board, 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. In such event, the Company shall have the right to defer such filing (except as provided in subparagraph (a) above) for a period of not more than one hundred eighty (180) days after receipt of the request of the Holders; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period; (c) if the Company has effected one (1) Short-Form Registration within the six (6) month period prior to the current request for Short-Form Registration; or (d) if the Registrable Securities to be covered by such registration statement do not, in the aggregate, exceed $500,000.

Demand Registration. 2.1 After The Mezzanine Holders shall have demand registration rights with respect to their Registrable Stock on the same terms and conditions as the demand registration rights of the DLJ Entities as set forth in Section 5.1 of the Stockholders Agreement, and the provisions of such Section 5.1 shall apply mutatis mutandis to the Registrable Stock of the Mezzanine Holders as though such Mezzanine Holders were "Selling Stockholders", subject to the following modifications: (a) The Mezzanine Holders may request a Demand Registration only after the earlier to occur of the following: (i) the first anniversary of date that is three years from the date of this Agreement, Amendment and (ii) the consummation date that is six months from the date of an IPO or the Initial Public Offering. (iiib) The Company shall not be obligated to effect more than three Demand Registrations for the Mezzanine Holders. (c) The number of shares of Registrable Stock required to be registered by the Mezzanine Holders in connection with a Spin-Off or Hostile Change Demand Registration must have a fair market value in Control at any timethe reasonable opinion of DLJ Investment Partners II, Holders L.P. exercised in good faith of at least fifty percent $5,000,000 or, if less than $5,000,000, constitute all of the remaining shares of Preferred Stock or Common Stock, as the case may be, held by the Mezzanine Holders. (50%d) If a Demand Registration requested by the Mezzanine Holders involves a Public Offering and the managing underwriter shall advise the Company and such Mezzanine Holders that, in its view, (i) the number of Company Securities requested to be included in such registration (including Common Stock which the Company proposes to be included which is not Registrable Stock) or (ii) the inclusion of some or all of the Company Securities owned by the Holders, in either case, exceeds the Maximum Offering Size, the Company will include in such registration Company Securities up to the Maximum Offering Size in the priority set forth in Section 5.1(d) of all Registrable Securities then held by parties to this the Stockholders Agreement (or in the case of a Spin-Off Demand Registration made by a DLJ Entity or its Permitted Transferee, with the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears exception that first priority shall be given to all Registrable Securities at Stock requested to be registered by the time Selling Stockholder and by all other Mezzanine Holders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities on the basis of the Spin-Off) may request the Company to Register any or all relative number of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type shares of Registrable Securities that each requests Stock requested to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3registered). 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statement.

Demand Registration. 2.1 After the earlier of (i) If, at any time at least 180 days after the first anniversary closing date of the date of this AgreementIPO, the Company receives a request from the Initiating Holders that the Company file a Form S-1 registration statement covering either (iix) the consummation potential sale of all or a portion of the Registrable Securities then outstanding with an IPO or anticipated aggregate offering price (iiiexcluding the offering price of any shares subject to an over-allotment option) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent $7,500,000 or (50%y) all of all the Registrable Securities then held by parties to a Comprehensive Rights Holder whose rights under this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired have not terminated pursuant to Section 11, then the Subscription Agreement bears Company shall: (A) within ten days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (B) as soon as practicable, and in any event within sixty days after the date such request is given by the Initiating Holders, use its reasonable best efforts to file and make effective a Form S-1 registration statement under the Securities Act covering all Registrable Securities at that the time of the Spin-Off) may request the Company Initiating Holders requested to Register be registered and any or all of their additional Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2(a)(iii) and Section 3. (ii) If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from the Initiating Holders that the Company file a Form S-3 registration statement covering either (x) the potential sale of all or a portion of the Registrable Securities then outstanding with an anticipated aggregate offering price (excluding the offering price of any shares subject to fewer an over-allotment option) of at least $3,750,000 or (y) all of the Registrable Securities then held by a Comprehensive Rights Holder whose rights under this Agreement have not terminated pursuant to Section 11, then the Company shall: (A) within ten days after the date such request is given, give a Demand Notice to all Holders other than the number that has been requested for RegistrationInitiating Holders; and (B) as soon as practicable, then each Holder's and in any event within 45 days after the date such request is given by the Initiating Holders, file and make effective a Form S-3 registration statement under the Securities Act covering all Registrable Securities shall that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the underwriting pro rataCompany within twenty days of the date the Demand Notice is given, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are and in each case, subject to the following limitations: limitations of Section 2(a)(iii) and Section 3. (iiii) Notwithstanding the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period foregoing obligations, if the Company furnishes to Initiating Holders requesting a registration pursuant to this Section 2(a) a certificate signed by its president the Company’s Chief Executive Officer stating that in the good faith judgment of the Company's board Board of directors Directors of the Company it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (A) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Registration Statement to be effected at such time; and Company, (iiiB) require premature disclosure of material information that the Company need not prepare has a bona fide business purpose for preserving as confidential, or file a Registration Statement pursuant (C) render the Company unable to a Demand Notice if it is comply with requirements under the Securities Act or Exchange Act, then preparing a Registration Statement in connection the Company shall have the right to defer taking action with an underwritten public offering of Company securitiesrespect 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 120 days after the request of the Initiating Holders is given; provided, however, that the Company may delay not invoke this right more than once in any consecutive twelve-month period; and provided further that the effectiveness Company shall not register any securities for its own account or that of any other stockholder during such 120-day period other than Excluded Registrations. (iv) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2(a) (A) after the Company has effected a total of four registrations pursuant thereto, or (B) if the Company has effected a registration pursuant to Section 2(a) within the six-month period immediately preceding the date of such Demand Notice until one hundred eighty request. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2(a)(i) (180A) during the period that is sixty days before the Company’s good faith estimate of the date of filing of, and ending on a date that is 180 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 (B) if the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2(a)(ii). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 2(a)(ii) during the period that is thirty days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety 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 Statementregistration statement to become effective. A registration shall not be counted as “effected” for purposes of this Section 2(a)(iv) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2(a)(iv).

Demand Registration. 2.1 After (i) Upon the earlier of (iA) the first third anniversary of the date of this Agreement, Closing Date and (iiB) the consummation occurrence of a Demand Event (but only if a Demand Event Tag Along Right or Demand Event Drag Along Right has not been exercised), the Investor shall have the right, upon delivery of written notice to the Company (not more than twice in any 12-month period and subject, in each case, to Section 10(a) hereof) to require the Company to register under the Securities Act such amount of Registrable Securities owned by the Investor as may be specified in such notice in accordance with the procedures set forth in this Section 11(b), provided, that any such registration demanded by the Investor under this Section 11(b)(i) must be for an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders amount of Common Stock having an aggregate anticipated sales price of at least fifty percent (50%) $25,000,000. The rights of all the Investor to demand the registration of its Registrable Securities then held shall continue until (x) all the Registrable Securities owned by parties it shall have been Transferred to this Agreement transferees who are not entitled to the registration rights of the Investor hereunder in accordance with Section 15 hereof or, if earlier, (y) all its remaining Registrable Securities are already included in an effective resale registration statement on Form S-3 or other appropriate form for continuous or delayed offerings or are eligible to be Transferred in Public Sales to U.S. persons in the United States without registration under the Securities Act and without being subject to volume limitations under Rule 144 under the Securities Act, provided, in the case of (y), that there is a Spin-Off public float of the percentage Common Stock equal to at least 15% of the total outstanding shares of Common Stock. (ii) If, by the fifth anniversary of the Closing Date, the Company has not completed one or more Public Sales which have resulted in a public float of the Common Stock equal to at least 15% of the total outstanding shares of Common Stock, then the Investor shall have the right to require the Company to register and effect a Public Sale of a sufficient number of shares of newly issued Common Stock which, together with shares of Common Stock being resold by WWC or any Other Shareholders (as defined below) and shares of Common Stock previously sold in Public Sales, will result in a public float of at least 15% of the total outstanding shares of Common Stock, all in accordance with the procedures set forth in this Section 11(b) for the registration of Registrable Securities. (iii) If the Investor shall have demanded a registration of Registrable Securities equal to the proportion (which the majority of the number term will include for this purpose newly issued shares of Common acquired Stock referred to in Section 11(b)(ii) hereof) then the Company will: (A) promptly give written notice of the proposed registration to all other shareholders entitled to piggyback registration rights under Section 11(c) hereof or any other contractual agreement of the Company (the "Other Shareholders") and (B) as soon as practicable, use its best efforts to prepare and file with the Commission and cause to become effective such registration statement as would permit or facilitate the sale and distribution of all the Registrable Securities required to be covered thereby pursuant to the Subscription Agreement bears notice delivered by the Investor, together (subject to Section 11(b)(iv) below) with all or such portion of the securities of any Other Shareholders joining in such registration as are specified in written requests received by the Company within ten Business Days after written notice from the Company is delivered under Section 11(b)(iii)(A) above. (iv) The Investor, at its election, shall have the Registrable Securities at covered by its request distributed by means of an underwritten public offering with a single or managing underwriter selected by the time Company and reasonably acceptable to the Investor. If any Other Shareholders so request, the securities of such Other Shareholders shall be included in the registration and underwriting being effected pursuant to this Section 11(b), subject to this Section 11(b)(iv). The Investor and the Company shall (together with all Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the Spin-Off) may request underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to Register any or all of their Registrable Securities the Investor (a the "Demand NoticeRepresentative"). Demand Notices Notwithstanding any other provision of this Section 11(b), if the Representative advises the Investor and the Company in writing that (x) marketing factors require a limitation on the number of shares to be underwritten or (y) the inclusion of shares held by officers and directors of the Company in the offering could, in the Representative's best judgment, materially reduce the offering price per share, then, in the case of the preceding clause (x), the Common Stock held by Other Shareholders shall be made excluded from such underwriting to the extent so required by such limitations and, in writing and shall specify the Holders making case of the Demand Noticepreceding clause (y), the Common Stock held by officers and directors of the Company shall be excluded from such underwriting to the extent advised by the Representative. If, after the exclusion of such shares, further reductions are required to meet the limitation on the number of shares to be underwritten as advised by the Representative, then the Investor may elect, in its sole discretion, to reduce the number of shares that will be included in the underwriting by it by such number of shares as is necessary to comply with such limitation, but in no event to an amount which is below the minimum amount for a demand registration as provided in Section 11(b)(i). If the Investor does not so elect, then the registration of its shares under Section 11(b)(i) will not proceed and type will be terminated without liability to any other Person. If the Representative has not limited the number of Registrable Securities that each requests or other securities to be Registeredunderwritten, whether the Company may include its securities for its own account in such registration if the Representative so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be sold through an underwriterlimited. (v) Notwithstanding the foregoing, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject furnish to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt Investor and the Other Shareholders a certificate signed by the President or Chief Executive Officer of a valid Demand Notice, the Company shall deliver written notice to all Holders stating that, pursuant in the good faith judgment of the Board, it would be materially detrimental to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party its shareholders for such registration statement to be filed and that it is therefore essential to defer the Demand Notice may, within ten (10) days from receipt filing of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwritersuch registration statement, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice defer such filing for a period of not more than six months 90 days after receipt the delivery of such certificate, provided that the Investor shall not be required to accept such a Demand Notice deferral more than twice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementperiod.

Demand Registration. 2.1 After (a) Subject to the earlier terms and conditions of this Section 2.1, at any time after the date that is one hundred eighty (i180) days following the first anniversary completion of the date IPO, if the Company receives a written request from any Holder that the Company file a Registration Statement covering a number of this Agreement, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities that would result in gross proceeds that would, based on an anticipated aggregate offering price, net of any underwriting discounts and selling commissions exceeding, in the event of a “block trade,” $50,000,000, or in the event of a public offering other than a “block trade,” $75,000,000, then held by parties the Company shall, in each case, within five (5) business days of the receipt of such request, give written notice of such request to this Agreement all Holders and use reasonable best efforts to file, as soon as practicable but in any event within ninety (or 90) days (or, in the case of a Spin-Off Shelf Registration, thirty (30) days or such shorter period as is reasonably required to effect an underwritten offering, including a “block trade”) of the percentage receipt of such request, a Registration Statement covering the registration under the Securities Act of all Registrable Securities equal that the Holders request to be registered. Any Registration Statement filed by the Company pursuant to this Section 2.1(a) shall be a “shelf” registration statement that permits sales on a continuous or delayed basis pursuant to Rule 415 under the Securities Act on Form S-3 or Form F-3 (a “Shelf Registration”) if the Company is then eligible to effect a Shelf Registration. If permitted under the Securities Act, such Shelf Registration will be one that is automatically effective upon filing. (b) Within ten (10) days (or such shorter period as is reasonably required to effect an underwritten offering, including a “block trade”) after the date the Company receives a request pursuant to Section 2.1(a), the Company shall give notice thereof to all Holders other than the Initiating Holders, and the Company shall include in such registration all Registrable Securities requested to be included in such registration by any such other Holders, as specified by notice given by each such Holder to the proportion which Company within ten (10) days (or such shorter period as is reasonably required to effect an underwritten offering, including a “block trade”) of the date the Company’s notice is given, and in each case, subject to the limitations of Sections 2.1(c). If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwritten offering, they shall so advise the Company as a part of their request made pursuant to this Section 2.1, and the Company shall include such information in the written notice referred to in the first sentence of this Section 2.1(b). In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise agreed by the Initiating Holders) to the extent provided herein. The Company and all Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the number shares of Common acquired pursuant Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Subscription Agreement bears to all Registrable Securities at Company). (c) Notwithstanding any other provision of this Section 2.1, if the time lead managing underwriter advises the Company that marketing factors require a limitation of the Spin-Off) may request number of securities to be offered in the applicable underwritten offering (including Registrable Securities), then the Company to Register any or shall so advise all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to would otherwise be Registeredoffered in such underwritten offering, whether and the number of Registrable Securities will that may be sold through an underwriter, and if so, included in such underwritten offering shall be allocated to the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Holders of such Registrable Securities to be Registered pursuant to on a valid Demand Notice; provided that pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). (d) Notwithstanding any other provision of this Section 2.1, the Company shall not be required to prepare effect a registration pursuant to this Section 2.1: (i) if the Company has effected a registration pursuant to this Section 2.1 within the preceding ninety (90) days; (ii) if the Company has effected three (3) registrations pursuant to this Section 2.1 within the preceding three hundred sixty-five (365) days; provided that no registration initiated by Viking Capital shall count towards the three (3) registrations permitted pursuant to this Section 2.1; or (iii) during the period starting with the date that is fifteen (15) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date ninety (90) days following the effective date of, a Registration Statement; provided that the Company uses reasonable best efforts to cause such Registration Statement to become effective. (e) Notwithstanding the other provisions of Section 2, if the Company shall furnish to the Holders otherwise participating in any registration written notice stating that, in the good faith determination of the Board after consultation with outside counsel, that (i) the filing, initial effectiveness or file continued use of a Registration Statement would be Seriously Detrimental to the Company and its shareholders and it is therefore essential to delay the filing or initial effectiveness of, or suspend the use of, such Registration Statement or (ii) the filing or initial effectiveness of a Registration Statement, or the continued use of any Registration Statement, at any time would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company shall, upon promptly delivering such notice to the Holders otherwise participating in such registration, have the right to delay the filing or initial effectiveness of, or suspend the use of, such Registration Statement. In no event shall the Company be permitted to (A) delay the filing or initial effectiveness of, or suspend the use of, a Registration Statement pursuant to this Section 2.1(e) for a period in excess of ninety (90) days, or (B) exercise its rights under this Section 2 2.1(e) more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number Company exercises its rights under this Section 2.1(e), each Holder shall not effect any sale of Registrable Securities and shall halt any use, publication, dissemination or distribution of any prospectus or Registration Statement covering the Registrable Securities. Upon receipt of such notice, each Holder shall (except as required by applicable law) keep the fact of any such notice, and any information relating to such notice, strictly confidential. If so directed by the Company, each Holder will deliver to the Company (at the reasonable expense of the Company) all copies then in such Xxxxxx’s possession of the prospectus covering the Registrable Securities at the time of receipt of such notice. The Holders may recommence effecting sales of the Registrable Securities pursuant to the applicable Registration Statement following further notice to such effect from the Company, which notice shall be included given by the Company to the Holders in the manner described above promptly (and no later than forty-eight (48) hours) following the conclusion of the event giving rise to delay or suspension and its effect. (f) Holders may elect to withdraw from any offering pursuant to fewer than this Section 2.1 by giving written notice to the number that has been requested for RegistrationCompany and any underwriter or underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed pursuant to this Section 2.1. Subject to compliance with the other provisions of this Agreement, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based Company (whether on its own determination or as the total number result of Registrable Securities held a withdrawal by the participating Initiating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file may withdraw a Registration Statement filed pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of this Section 2.1 at any Registration Statement filed by the Company in which the Holders party time prior to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statement.

Demand Registration. 2.1 After (a) Upon the earlier of (i) the first fifth anniversary of the date of this Agreement, Agreement and (ii) the consummation six-month anniversary of an IPO the Company’s IPO, the Company agrees that, upon the written request of either RN Stockholder or (iii) a Spin-Off MTVN Stockholder so long as RN Stockholder or Hostile Change in Control at any timeMTVN Stockholder, Holders of as applicable, owns at least fifty twenty-five percent (5025%) of all the then outstanding shares of Voting Stock (the “Initiating Holders”) (a “Demand Registration”), it will as promptly as reasonably practical (but in any event within 45 days of receipt of such request) prepare and file a registration statement under the Securities Act (a “Registration Statement”, which term will include any amendments thereto and any documents incorporated by reference therein); provided that (i) the Company will not be obligated to effect (x) a Demand Registration if a Registration Statement pursuant to this Section 6.01 or Section 6.02 in which the holders of Registrable Securities then held by parties had the right to include Registrable Securities was declared effective within 12 months prior to the date of the request for a Demand Registration, so long as the number of Registrable Securities which the holders of Registrable Securities requested to include in such Registration Statement was not reduced pursuant to Section 6.03 or (y) more than one Demand Registration (other than Demand Registrations taking the form of Shelf Options) for each of RN Stockholder and MTVN Stockholder (for a total of up to two Demand Registrations) under this Agreement and (ii) the Registrable Securities for which a Demand Registration has been requested will have a value (based on the average closing price per share of the Common Stock (or any successor security) for the ten trading days preceding the delivery of the Initiating Holders’ request for such Demand Registration, or, if such average trading information is not available, as determined in good faith by the Board) of not less than $10,000,000 (or, in the case of a Spin-Off Shelf Option, $5,000,000); provided further that no registration will be counted towards the percentage limitation in clause (i)(y) of the previous proviso unless all Registrable Securities requested to be registered where so registered or such registration was withdrawn at the request of the Initiating Holders (other than as a result of a material adverse change to the Company). Each such request for a Demand Registration by the Initiating Holders will specify the number of shares of Registrable Securities equal proposed to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing offered for sale and shall will also specify the Holders making the Demand Noticeintended method of distribution thereof and, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its following receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Noticesuch demand, the Company will prepare and file a give written notice of such Demand Registration Statement. Any Holder who was not a party to the Demand Notice mayholders of Registrable Securities (other than the Initiating Holders) as soon as practicable (but in no event less than 30 days before the anticipated filing date), and upon the written request, given within ten (10) 15 days from receipt after delivery of any such notice by the Company's notice, request of any such holder of Registrable Securities (other than the Company Initiating Holders) to include the Holder's in such Demand Registration Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice (which request shall specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities proposed to be included in such registration), the Company will cause all such Registrable Securities to be included in such registration on the offering to fewer than same terms and conditions as the number that has been requested for Registration, then each Holder's Registrable Securities of the Initiating Holders. Upon the written request of Initiating Holders holding at least ten percent (10%) of the Registrable Securities then outstanding, the Demand Registration shall be included in effected by filing the underwriting pro rataRegistration Statement on Form S-3 (if such form is available for such offering or, based on if such form is not available for such offering, other appropriate form) (the total number “Shelf Registration Statement”) which provides for the sale by the Participating Stockholders of their Registrable Securities held by from time to time in underwritten public offerings pursuant to Rule 415 under the participating Holders. 2.3 Registrations under this Section 2 are subject to Securities Act (the following limitations: “Shelf Option”); provided that (i) the Company need Initiating Holders may not prepare elect the Shelf Option if the request thereunder is in connection with or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after would constitute the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; Company’s IPO and (ii) the Initiating Holders may not elect more than one Shelf Option within any 365 day period. (b) The Company may delay agrees to use its commercially reasonable efforts (i) to cause any Registration Statement to be declared effective (unless it becomes effective automatically upon filing) as promptly as reasonably practicable after the effectiveness of a Demand Notice filing thereof and (ii) to keep such Registration Statement effective for a period of (x) not less than 90 days or, if earlier, the period sufficient to complete the distribution of the Registrable Securities pursuant to such Registration Statement or (y) in the case of a Shelf Registration Statement, for a period ending on the first date on which all the Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement, but in no event longer than 180 days. The Company shall be deemed not to have used its commercially reasonable efforts to keep a Registration Statement effective during the requisite period if it voluntarily takes any action that would result in the Participating Stockholders not being able to offer and sell their Registrable Securities included in such offering during that period, unless such action is required by applicable Law or is pursuant to Section 6.06. The Company further agrees to supplement or make amendments to the Registration Statement as may be necessary to keep such Registration Statement effective for the period set forth in clause (ii) above, including (A) to respond to the comments of the SEC, if any, (B) as may be required by the registration form utilized by the Company for such Registration Statement or by the instructions applicable to such registration form, (C) as may be required by the Securities Act or the rules and regulations thereunder or (D) the Company as may be reasonably requested in writing by any Participating Stockholder or any Underwriter. The Company agrees, at least ten days before filing with the SEC a Registration Statement or prospectus and at least two days before filing with the SEC any amendments or supplements thereto, to furnish to the Underwriters, if any, to the Participating Stockholders, and to one counsel selected by the Participating Stockholders copies of all such documents proposed to be filed, which documents shall be subject to the review and reasonable comments of such Persons. (c) In the event an offering of shares of Registrable Securities involves one or more Underwriters, MTVN Stockholder and RN Stockholder (provided that they are Participating Stockholders in such offering) will jointly (and if only one such Stockholder is a Participating Stockholder in such offering, such Stockholder acting individually) select the lead bookrunning Underwriter and any additional Underwriters in connection with the offering, subject to the reasonable approval of the Company. (d) Notwithstanding the foregoing provisions of this Section 6.01, the holders of Registrable Securities may not request a Demand Registration during a period commencing upon filing (or earlier, but not more than six months 30 days prior to such filing upon notice by the Company to the holders of Registrable Securities that it so intends to file) a Registration Statement for Equity Securities of the Company (for its own account or for any other security holder) and ending (i) 90 days after receipt such Registration Statement is declared effective by the SEC (or becomes automatically effective) or up to 180 days in the case of a Demand Notice an underwriting if and to the extent requested by the lead Underwriter, (ii) upon the withdrawal of such Registration Statement or (iii) 30 days after such notice if no such Registration Statement has been filed within such 30-day period, whichever occurs first; provided that the foregoing limitation will not apply if the holders of Registrable Securities were not given the opportunity, in violation of Section 6.01(a) or 6.02, to include its Registrable Securities in the Registration Statement described in this Section 6.01(d); provided, further, that in no event will the holders of Registrable Securities be restricted hereunder for more than 180 days in any 12-month period period. (e) The Initiating Holders will be permitted to rescind a Demand Registration at any time; provided that if the Company furnishes Initiating Holders rescind a certificate signed by its president stating that in Demand Registration, such Demand Registration will nonetheless count as a Demand Registration for purposes of determining when future Demand Registrations can be requested pursuant to this Section 6.01, unless the good faith judgment of the Company's board of directors it would be detrimental to Initiating Holders reimburse the Company for the Registration Statement to be effected at such time; and (iii) all expenses incurred by the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration StatementRegistration.

Demand Registration. 2.1 After (a) Subject to the earlier of (i) the first anniversary of the date conditions of this AgreementSection 2.1, (ii) if the consummation of an IPO or (iii) Company shall receive a Spin-Off or Hostile Change in Control at any time, written request from the Holders of at least fifty percent (50%) of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement on Form S-1 or Form F-1 under the Securities Act with an aggregate offering price, net of Selling Expenses, in excess of $15,000,000, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and, subject to the limitations of this Section 2.1, effect, as expeditiously as reasonably possible, and in any event within sixty (60) days of the receipt of such request, make an initial filing with the SEC of a registration statement under the Securities Act (or, if eligible, a draft registration statement) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to that all Registrable Securities at the time of the Spin-Off) may Holders request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. registered. (b) The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare effect a registration pursuant to this Section 2.1: (i) prior to the 181st day following the effective date of the registration statement pertaining to the Initial Offering; (ii) after the Company has effected two (2) registrations pursuant to this Section 2.1, and such registrations have been declared or ordered effective; (iii) 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 the date ninety (90) days following the effective date of the registration statement pertaining to a Company-initiated public offering, other than pursuant to a Special Registration Statement; provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; (iv) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for a public offering, other than pursuant to a Special Registration Statement under within sixty (60) days from the date of the initial request from the Initiating Holders; (v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2 2.1 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be detrimental to the Company and its shareholders for such registration statement to be effected at such time because such action would (a) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (c) render the Company unable to comply with requirements under the Securities Act or Exchange Act, in which event the Company shall have the right to defer such filing for a period of not more than forty-five (45) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the and provided further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, that the Company shall deliver written notice to all Holders that, not register any securities for its own account or that of any other stockholder during such forty-five (45) day period other than pursuant to a Demand Notice, the Company will prepare and file a Special Registration Statement. Any Holder who was not a party ; or (vi) if the initiating Holders propose to the Demand Notice may, within ten (10) days from receipt dispose of the Company's notice, request the Company to include the Holder's shares of Registrable Securities in the Registration Statementthat may be immediately registered on Form S-3 or Form F-3 pursuant to a request made pursuant to Section 2.3 below. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval A registration shall not be unreasonably withheld. In counted as “effected” for purposes of this Subsection 2.1(b) until such time as the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that applicable registration statement has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held declared effective by the participating HoldersSEC. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statement.

Demand Registration. 2.1 After (a) If, on any two occasions, the earlier Company shall receive from any of (x) the Investors, (y) X. Xxxxx or (z) X. Xxxxx a written request (in any such case, the Demand Holder(s) providing such request is hereinafter sometimes referred to as an "Initiating Holder(s)") that the Company effect the registration of Registrable Securities or Other Registrable Securities, as the case may be, representing at least twenty-five percent (25%) of the Registrable Securities or Other Registrable Securities, as the case may be, then held by and issuable to (1) the Investors (or their successors or assignees) if the Initiating Holder is an Investor (or a successor or assignee of an Investor), (2) X. Xxxxx (or his successors or assignees) if the Initiating Holder is X. Xxxxx (or his successors or assignees), or (3) X. Xxxxx (or his successors or assignees) if the Initiating Holder is X. Xxxxx (or his successors or assignees) (or any lesser percentage if the reasonably anticipated aggregate price to the public of the Registrable Securities or Other Registrable Securities, as applicable, to be included in such registration by such Demand Holder would exceed $5,000,000) in connection with a firm commitment underwriting by a nationally recognized Underwriter selected by such Initiating Holder(s) and reasonably acceptable to the Company, the Company shall: (i) promptly (and in no event less than 30 days before the first anniversary anticipated filing date of such registration statement) give written notice of the date of this Agreement, proposed registration to all other Holders; and (ii) as soon as practicable, use all of its commercially reasonable best efforts to effect such registration as may be so requested and as would permit or facilitate the consummation sale and distribution of an IPO such portion of such Registrable Securities or Other Registrable Securities, as applicable, as are specified in such request, together with such portion of the Registrable Securities, Other Registrable Securities and Make Systems Registrable Securities of Holders joining in such request as are specified in a written request by such Holder(s) given within 30 days after receipt of such written notice from the Company. (iiib) The right of any Holder to registration pursuant to this Section 2 shall be conditioned upon such Holder's participation, and the inclusion of such Holder's Registrable Securities, Other Registrable Securities or Make Systems Registrable Securities, in the underwriting (unless otherwise mutually agreed by such Holder, the Underwriter and a Spin-Off majority in interest of the Initiating Holder(s)) to the extent provided herein. A Holder may elect to include in such underwriting all or Hostile Change in Control at any timea part of the Registrable Securities, Other Registrable Securities or Make Systems Registrable Securities it holds. (c) The Company shall, together with all Holders of at least fifty percent (50%) of all Registrable Securities, Other Registrable Securities then and Make Systems Registrable Securities proposing to distribute their securities through such underwriting, enter into an underwriting agreement in customary form with the Underwriter. (d) Notwithstanding any other provision of this Section 2, if the Underwriter advises the Initiating Holder(s) in writing that the inclusion in the subject registration statement of Registrable Securities, Other Registrable Securities or Make Systems Registrable Securities held by parties to this Agreement (or in Holders other than Initiating Holder(s) would limit the case of a Spin-Off the percentage number of Registrable Securities equal or Other Registrable Securities sought to be included by the Initiating Holder(s) or reduce the offering price thereof, then the Registrable Securities, Other Registrable Securities and Make Systems Registrable Securities held by Holders other than the Initiating Holder(s) shall be excluded from such registration to the proportion which extent required by such limitation, in proportion, as nearly as practicable, to the majority respective number of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities Stock they held at the time the Initiating Holder(s) provided the initial written request pursuant to this Section 2. No Registrable Securities, Other Registrable Securities or Make Systems Registrable Securities so excluded from the underwriting by reason of the Spin-Off) may request the Company to Register Underwriter's above marketing limitation shall be included in such registration. If any or all Holder of their Registrable Securities, Other Registrable Securities (a "Demand Notice"or Make Systems Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the Underwriter and the Initiating Holder(s). Demand Notices The securities so withdrawn shall also be made in writing and shall specify withdrawn from registration. If the Holders making the Demand Notice, Underwriter has not limited the number and type of Registrable Securities that each requests to be RegisteredSecurities, whether the Other Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Make Systems Registrable Securities to be Registered pursuant underwritten, the Company may include its securities for its own account in such registration if the Underwriter so agrees and if the number of Registrable Securities, Other Registrable Securities and Make Systems Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (e) No registration initiated by any of the Initiating Holders hereunder shall count as a registration under this Section 2 unless and until the Company has incurred expenses equal to a valid Demand Notice; provided that at least $20,000 related to the preparation of such registration. (f) The Company shall not be required to prepare or file a Registration Statement effect any registration under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: if (i) the Company need not prepare or file a Registration Statement pursuant is, at the time at which it receives any such request by an Initiating Holder, conducting or, has before receipt of such request, notified the Holders that it had planned, within 60 days of receipt by the Company of such request, to a Demand Notice conduct an offering of its securities and the Company reasonably believes that such offering would be adversely affected by the requested registration, (ii) such request is received by the Company within one hundred eighty (180) days three months after the effective date of any Registration Statement filed by the Company in which the Holders party other registration statement relating to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and securities, (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering filing of Company securities, and the registration statement would require the Company may delay to furnish audited financial statements customarily prepared at the effectiveness end of its fiscal year other than in respect of such Demand Notice until one hundred eighty fiscal year, or (180iv) the filing of the registration statement would require the Company to furnish unaudited financial statements customarily prepared at the end of its fiscal quarters other than in respect of its regularly reported interim quarterly periods. (g) The Company shall not effect any registration under this Section 2 within 60 days after the effective date of receiving another such Registration Statementrequest.

Demand Registration. (a) At any time, each Holder shall have the right to request (each such request, a "Registration Demand") that the Company file a registration statement under the Securities Act in respect of all or any portion of such Holder's Eligible Securities; provided that if any Holder shall request that a portion, but not all, of its Eligible Securities be registered in accordance with this Section 2.1 After the earlier (including a requested Takedown pursuant to subsection (c)(ii) below), such portion shall include not less than two hundred and fifty thousand (250,000) shares of Eligible Common Stock (i) the first anniversary or such lesser number of such shares having a market valuation of at least $5,000,000 as of the date the Registration Demand is made, based on the Closing Price on such date). A Registration Demand shall specify the number of this Agreementshares of Eligible Common Stock (and, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off Registration Demand by the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand NoticeInitial Holder, the number and type of Registrable Securities Warrants) that each requests such Holder proposes to sell in the offering. If no Shelf Registration Statement shall be Registered, whether effective as of the Registrable Securities will be sold through an underwriter, and if sodate of the Registration Demand, the underwriters namedemanding Holders may elect to register such Eligible Securities in accordance with either Section 2.1(c)(i) or Section 2.1(d). If a Shelf Registration Statement shall be effective as of the date of the Registration Demand, address, telephone number and contact personthen all demanding Holders shall be deemed to have elected to register their Eligible Securities pursuant to Section 2.1(c)(ii). The Holders may make in the aggregate two (2) Registration Demands pursuant to Sections 2.1(c)(i) and 2.1(d) and four (4) Registration Demands per year pursuant to an existing Shelf Registration Statement pursuant to Section 2.1(c)(ii) for which the Company will prepare pay and file a Registration Statement bear all costs and expenses in accordance with Section 4 3.3 and thereafter the Holders may make an unlimited number of Registration Demands for which such requesting Holders shall pay and bear all costs and expenses. (b) Upon receipt of a Registration Demand (other than a Takedown), the Registrable Securities Company shall give written notice thereof to be Registered pursuant all of the other Holders at least thirty (30) days prior to the initial filing of a valid Demand Notice; provided Registration Statement relating to such Registration Demand. Each of the other Holders shall have the right, within twenty (20) days after the delivery of such notice, to request that the Company shall not be required to prepare include all or file a portion of such Holder's Eligible Securities in such Registration Statement. Upon receipt of a Registration Statement under this Section 2 more than once in any twelve (12) month periodDemand that is a Takedown, more than twice after an IPO or more than a representative of the selling holders shall give written notice thereof to all of the other Holders at least three (3) times Business Days prior to the initial filing of a prospectus relating to such Registration Demand. Each of the other Holders shall have the right, within one (1) Business Day after the delivery of such notice, to request that the Company include all or a portion of such Holder's Eligible Securities in total. Registrations such Registration Statement. (i) As promptly as practicable and in no event later than sixty (60) days after the Company receives a Registration Demand electing to register Eligible Securities pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten this paragraph (10) days from its receipt of a valid Demand Noticec), the Company shall deliver written notice to file under the Securities Act a "shelf" registration statement (the "Shelf Registration Statement") providing for the registration and the sale on a continuous or delayed basis of all Holders thatthe Eligible Securities, pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the SEC (the "Shelf Registration"). The Company agrees to use its reasonable best efforts to cause such Shelf Registration Statement to become or be declared effective as soon as practicable but no later than 75 calendar days after the filing (the "75 Day Effective Date") and to keep such Shelf Registration continuously effective for a period ending on the occurrence of the earlier of: (x) the third anniversary of such Registration Demand Noticeand (y) notification by all of the requesting Holders that such Holders have sold all of the Eligible Securities owned by them. The Company further agrees to supplement or make amendments to the Shelf Registration Statement and the prospectus included therein (x) as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period set forth in the previous sentence and (y) as may be required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or rules and regulations thereunder for shelf registration. The Company agrees to furnish to the Holders of the securities registered thereby copies of any such supplement or amendment (but excluding any periodic reports required to be filed with the SEC under the Exchange Act of 1934) so that the Initial Holder, or if the Initial Holder is no longer a Holder, the Holders, through the Representative(s), have a reasonable opportunity to comment thereon prior to its being used and/or filed with the SEC. (ii) As promptly as practicable after the Company receives a Registration Demand from a Holder or Holders pursuant to which a Holder is deemed to have elected to register Eligible Securities pursuant to an existing Shelf Registration Statement (a "Takedown"), the Company will prepare and shall, subject to the Takedown Blackout Period described below, file a Registration Statement. Any Holder who was not a party Prospectus with the SEC and otherwise comply with the Securities Act and all rules, regulations and instructions thereunder applicable to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheldTakedown. In the event that no Prospectus or other filing is required nor any other action necessitating the underwriter limits Company's participation is required to effect a sale of Eligible Securities pursuant to an effective Shelf Registration Statement filed pursuant to Section 2.1(c)(i), each selling Holder agrees to provide the number Company with at least three (3) Business Days' notice of Registrable the proposed sale (which may or may not include the amount of Eligible Securities to be included in registered) pursuant to the offering to fewer than effective Shelf Registration Statement; provided, however, that the number that has been requested for RegistrationCompany shall, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to Section 2.3(g), have the following limitationsright to postpone any such sale whether before or after the filing of the applicable Prospectus or Shelf Registration Statement for a reasonable period of time not to exceed ninety (90) days (a "Takedown Blackout Period") if: (i) the Company need determines in its good faith judgment that it would, in connection with such sale, be required to disclose in such Registration Statement (or any prospectus supplement to be used in connection therewith) information not prepare otherwise then required by law to be publicly disclosed and (ii) either (x) in the good faith judgment of the Board of Directors of the Company, such disclosure would adversely affect any material corporate development or file business transaction contemplated by the Company or (y) the Company has a bona fide purpose for preserving as confidential such information; provided further that the Takedown Blackout Period shall earlier terminate upon the completion or abandonment of the relevant corporate development or business transaction or upon public disclosure by the Company or public disclosure by the Company or public admission by the Company of such information specified in (i) above. (d) As promptly as practicable and in no event later than sixty (60) days after the Company receives a Registration Statement Demand electing to register Eligible Securities pursuant to this Section 2.1(d), the Company shall file with the SEC a Demand Notice within Registration Statement, on any form that shall be available and appropriate for the sale of the Eligible Securities in accordance with the intended method of distribution thereof. The Company shall include in such Registration Statement all of the Eligible Securities of such requesting Holders that such Holders have requested to be included therein pursuant to Sections 2.1(a) and 2.1(b); provided, however, that, if the requested registration involves an underwritten offering, the Eligible Securities to be registered may be reduced if the managing underwriter delivers a notice (a "Cutback Notice") pursuant to Section 2.1(g). The Company shall use its reasonable best efforts to cause each such Registration Statement to be declared effective (and to obtain acceleration of such effectiveness) as soon as practicable but no later than 75 days after filing such Registration Statement and to keep such Registration Statement continuously effective and usable for resale of such Eligible Securities, for a period of one hundred eighty (180) days after from the date on which the SEC declares such Registration Statement effective date or such shorter period as is necessary to complete the distribution of the securities registered thereunder. (e) The Initial Holder or, if the Initial Holder is not a selling holder, the Representative(s) shall determine the method of distribution of Eligible Securities pursuant to a Registration Demand. (f) If a Registration Demand involves an underwritten offering, the investment banker or investment bankers and manager or managers that will administer such offering will be selected by the Initial Holder or, if the Initial Holder is not a selling holder, the Representative(s); provided that the Persons so selected shall be reasonably satisfactory to the Company. (g) In the event that the proposed offering is an underwritten offering and includes securities to be offered for the account of the Company (the "Company Shares"), the provisions of this Section 2.1(g) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of shares of Eligible Common Stock, plus the Company Shares proposed to be sold therein, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Stock being distributed. If the managing underwriter delivers such Cutback Notice, the number of shares of Eligible Common Stock requested to be registered and Company Shares shall be reduced in the following order until the number of shares to be offered has been reduced to the maximum number of shares specified by the managing underwriter in the Cutback Notice: first, the Company Shares and second, the Eligible Common Stock in proportion to the respective number of shares of Eligible Common Stock that each Holder has requested to be registered. (h) The Company will pay all Registration Expenses (as set forth in Section 3.3) in connection with a registration under this Section 2.1. (i) No Registration Demand (other than a Takedown) may be made until the expiration of six (6) months following the completion of the distribution of the securities registered under any Registration Statement that has been filed by and has become effective pursuant to a prior Registration Demand. (j) A Registration Demand will not be deemed satisfied (and will not count for purposes of the Company limitations in which the Holders party to the Demand Notice could have included their Registrable Securities; Section 2.1(a)) (iii) the Company may delay the effectiveness of unless a Demand Notice registration statement with respect thereto has become effective and has been kept continuously effective for a period of not more than six months at least 180 days (or such shorter period which shall terminate when all Eligible Securities covered by such registration statement have been sold), (ii) if, after receipt of a Demand Notice in it has become effective, such registration is interfered with by any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment stop order, injunction or other order or requirement of the Company's board of directors it would be detrimental SEC or other governmental agency or court for any reason not attributable to the Company for the Registration Statement to be effected at selling holders participating in such time; registration and has not thereafter become effective, or (iii) if the Company need not prepare conditions to closing specified in the relevant underwriting or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement agency agreement entered into in connection with an underwritten public such offering are not satisfied or waived, other than by reason of Company securities, and the Company may delay the effectiveness a breach of such Demand Notice until one hundred eighty (180) days after agreement by the effective date selling holders participating in such offering or wilful failure on the part of the selling holders participating in such Registration Statementoffering.

Demand Registration. 2.1 After (a) Subject to the earlier conditions of Section 2.1, if the Company receives a written request (ithe “Demand Request”) from an Initiating Holder or Holders that the first anniversary Company file a registration statement under the Securities Act covering the registration of Registrable Securities then outstanding, then the Company will, within 10 days after the receipt thereof, give written notice of the date Demand Request to all other Holders (the “Demand Notice”), and the other Holders will have 20 days after receipt of the Demand Notice to notify the Company, in writing, of their desire to participate in the requested registration. Subject to the limitations of this AgreementSection 2.1, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any timeCompany will use its reasonable efforts to effect, Holders of at least fifty percent (50%) as soon as practicable, the registration under the Securities Act of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify that the Holders making the Demand Notice, the number and type of Registrable Securities that each requests request to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. registered. (b) The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities not be obligated to be Registered effect any registration, qualification or compliance pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3.2.1: 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which if the Holders party propose to the Demand Notice could have included their sell Registrable Securities; Securities for gross proceeds of less than $15,000,000; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes to the Holders a certificate signed by its president a duly authorized officer of the Company stating that in the good faith judgment of the Board of Directors of the Company's board of directors , it would be detrimental to the Company and its stockholders for the Registration Statement demand registration to be effected at such that time, in which event the Company will have the right to defer the filing of the demand registration statement for a period of not more than 90 days after receipt of the request of the Holders under this Section 2.1; and provided, that the right to delay a request may be exercised by the Company not more than once in any 12-month period; (iii) if the Company need has already effected four registrations for the Holders pursuant to this Section 2.1 or one registration pursuant to this Section 2.1 within the preceding 12 months (counting for these purposes only a registration that has been declared or ordered effective by the SEC and that is not prepare materially interfered with by any stop order, injunction or other such requirement of the SEC); or (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting the registration, unless the Company is already subject to service in that jurisdiction. (c) If the Company is required to effect a Demand Registration, the Company will file a Registration Statement pursuant Form S-3 registration statement or another form available for registering Registrable Securities for sale to a the public, covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request of the Holders. (d) If the Initiating Holders intend to distribute the Registrable Securities covered by the Demand Notice if it is then preparing a Registration Statement in connection with Request by means of an underwritten public offering of offering, they will so advise the Company securitiesin the Demand Request, and the Company will include that information in the Demand Notice. The right of any Holder to participate in any registration pursuant to this Section 2.1 will be conditioned upon that Holder’s participation in the underwritten public offering and the inclusion of that Holder’s Registrable Securities in the underwritten public offering (unless otherwise mutually agreed to by a majority-in-interest of the Initiating Holders and that Holder) to the extent provided herein. If the Company requests inclusion in the registration of securities being sold for its own account, or if other Persons (as a result of contractual “piggyback” registration rights, invitation by the Company or otherwise) request inclusion in a Demand Registration pursuant to this Section 2.1, the Initiating Holders will, on behalf of all Holders, offer to include such securities in the underwritten public offering contemplated by the Demand Request, subject to the cutback provisions of this Section 2.1(d). The Company will (together with all Holders and other Persons requesting inclusion of securities in any registration pursuant to this Section 2.1) enter into an underwriting agreement in customary form with the underwriter(s) reasonably acceptable to the Company and selected for the underwritten public offering by a majority in interest of the Initiating Holders. If the underwriter(s) advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be included in the underwritten public offering, (1) the Company will so advise all Holders who have requested to include Registrable Securities in the registration, and the number of shares of Registrable Securities to be included in the Demand Registration and underwritten public offering will be allocated among the Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities held by each Holder (or in any other proportions as is mutually agreed to by the selling Holders), and (2) the Common Stock or other and the securities requested by other Persons to be included in the Demand Registration as a result of contractual, “piggyback” registration rights, invitation by the Company, or otherwise, as well as any securities to be offered by the Company for its own account, will be excluded from the Demand Registration prior to the exclusion of any Registrable Securities held by any Holders. If any Holder who has requested to include Registrable Securities in a Demand Registration does not agree to the terms of any underwritten public offering, that Holder will be excluded therefrom by written notice from the Company, the underwriter(s), or the Initiating Holders. If, by exclusion of that Holder from the underwritten public offering, a greater number of Registrable Securities held by other Holders may delay be included in the effectiveness underwritten public offering, the Company will offer to all other Holders who have requested to include Registrable Securities in the registration the right to include additional Registrable Securities in proportion, as nearly as practicable, to the respective number of such shares of Registrable Securities held by each participating Holder (or in any other proportions as is mutually agreed to by the selling Holders). Any Registrable Securities, Common Stock or other securities excluded or withdrawn from the underwritten public offering contemplated by the Demand Notice until one hundred eighty Request will also be excluded from the corresponding registration statement. (180e) days after Only two of the effective date four demand registration rights permitted under this Section 2.1 may be exercised by Early, any Affiliates of such Registration StatementEarly and any assignees of Early in accordance with Section 3.8, in the aggregate, and only two demand registration rights permitted under this Section 2.1 may be exercised by Prides, any Affiliates of Prides and any assignees of Prides in accordance with Section 2.8, in the aggregate.

Demand Registration. 2.1 After (i) Subject to the earlier conditions of this Section 6.1(a), if the Company shall receive a written request from the Investors on one or more occasions that the Company file a registration statement under the Securities Act, on Form S-1 (“Long-Form Registration”), Form S-3 (“Short-Form Registration”), or any successor form thereto, covering the registration of the Shares, then the Company shall, as expeditiously as reasonably possible, effect the registration under the Securities Act of all Registrable Securities (as defined below) that the Investors have requested to be registered, provided that for any registration pursuant to this Section 6.1(a), the aggregate market value of the Registrable Securities to be registered (or included in a takedown from a Resale Shelf involving an underwritten offering or a block trade) must be at least $20 million as of the date of the request for such registration or takedown (or at least $10 million as of the date of such request in the event that the Registrable Securities to be registered (or included in a takedown from a Resale Shelf involving an underwritten offering or a block trade) constitute all Registrable Securities as of the date of such request). At any time when the Company is eligible to file a registration statement on Form S-3 for a secondary offering of equity securities pursuant to Rule 415 under the Securities Act (a “Resale Shelf”), any registration statement requested pursuant to this Section 6 shall be made as a Resale Shelf. In such event, unless a shorter period is requested by the Investors, the Company shall maintain such Resale Shelf until the earliest of (i) the first date on which the Investors cease to hold Registrable Securities covered by such Resale Shelf, (ii) the third anniversary of the date of this Agreement, filing such registration statement and (ii) the consummation date as of which there are no longer any Registrable Securities covered by such Resale Shelf. Following the effectiveness of a Resale Shelf, any resale of Shares pursuant to this Section 6 shall be in the form of a “takedown” from such Resale Shelf rather than a separate registration statement. Each Investor agrees that, except as required by applicable law, such Investor shall treat as confidential the submission of a request for registration and shall not disclose or use the information contained in such request without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Investor in breach of the terms of this Agreement. (ii) If the Investors intend to distribute the Registrable Securities covered by its request by means of an IPO or (iii) a Spin-Off or Hostile Change in Control at any timeunderwriting, Holders the Investors shall so advise the Company as part of at least fifty percent (50%) of all Registrable Securities then held by parties its request made pursuant to this Agreement (Section 6.1(a). In such case, each of the Company and the Investors shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Investors participating in the case of a Spin-Off the percentage of Registrable Securities equal offering (which underwriter or underwriters shall be reasonably acceptable to the proportion which Company). If the majority underwriter advises the Company that marketing, pricing or other similar factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise the Investors, and the number of shares that may be included in the underwriting shall be reduced accordingly pro rata among the respective holders; provided, however, that the number of shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant included in such underwriting shall not be reduced below 25% of the Registrable Securities requested to a valid Demand Notice; be included in such registration unless all other securities of the Company are first entirely excluded from the underwriting. (iii) The Investors shall be entitled to only up to two (2) Long-Form Registrations (provided that the Investors shall only be entitled to request the second Long-Form Registration at a time when the Company is not eligible to file a registration statement on Form S-3 for a secondary offering of equity securities) and up to five (5) Short-Form Registrations (including takedowns from a Resale Shelf involving an underwritten offering or a block trade) pursuant to this Section 6.1(a), provided, however, that if the number of shares of Registrable Securities requested by the Investors to be included in either a Short-Form Registration or a Long Form Registration is reduced by more than 20% below that number requested by the Investors pursuant to Section 6.1(a)(ii), such registration shall not count against the limits set forth in this Section 6.1(a)(iii). (iv) The Company shall not be required to prepare effect a registration, or a takedown from a Resale Shelf (which, solely in the case of clauses (B), (D) and (E) below, involves an underwritten offering or a block trade), pursuant to this Section 6.1(a): (A) prior to the expiration of the Holdback Period; (B) within 90 days after the Company has effected a registration, or a takedown from a Resale Shelf involving an underwritten offering or a block trade, pursuant to this Section 6.1(a) and such registration has been declared or ordered effective or such takedown from a Resale Shelf shall have been completed; (C) if, within five (5) days of receipt of a written request from the Investor pursuant to this Section 6.1(a), the Company acting in good faith gives notice to the Investor of the Company’s intention to file a registration statement within forty-five (45) days, other than pursuant to a Special Registration Statement under this Section 2 Statement; provided, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period, more than twice after an IPO or more than three , (3D) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, if the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party furnish to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes Investor a certificate signed by its president the Chairman of the Board of Directors or the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company's board of directors , it would be materially detrimental to the Company and its stockholders for the Registration Statement such registration statement to be effected at such time; and time (iii) including without limitation if such registration statement would materially adversely affect any proposal or plan of the Company need not prepare or file a Registration Statement pursuant its Subsidiaries to a Demand Notice if it is then preparing a Registration Statement engage in connection with an underwritten public offering any material acquisition of Company securitiesassets or stock or any merger, and consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company may delay or its Subsidiaries), in which event the effectiveness Company shall have the right to defer such filing for a period of such Demand Notice until one hundred eighty not more than sixty (18060) days after receipt of the effective date request of the Investor; provided such Registration Statementsixty (60 day period may be extended for an additional sixty (60) days with the consent of the Investors requesting the registration, which consent shall not be unreasonably withheld; provided further, that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period; or (E) more than twice in any twelve (12) month period. (v) The Company may suspend the use of a prospectus that is part of a Resale Shelf for up to sixty (60) days in the circumstances specified in Section 6.1(a)(iv)(D) upon delivering to the Investor the certificate specified in Section 6.1(a)(iv)(D) (a “Suspension Notice”); provided such sixty (60 day period may be extended for an additional sixty (60) days with the consent of the Investor, which consent shall not be unreasonably withheld; provided further, that such suspension right shall be exercised by the Company not more than once in any twelve (12) month period. A holder of Registrable Securities shall not effect any sales of Registrable Securities pursuant to such registration Statement at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below). The holders may recommence effecting sales of the Registrable Securities pursuant to the Resale Shelf following further written notice to such effect (an “End of Suspension Notice”) from the Company to the holders. The Company shall act in good faith to permit any suspension period contemplated by this Section 6.1(a)(v) to be concluded as promptly as reasonably practicable. (vi) Each Investor agrees that, except as required by applicable law, such Investor shall treat as confidential the receipt of any notice pursuant to Section 6.1(a)(iv)(D) or any Suspension Notice and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by an Investor in breach of the terms of this Agreement.

Demand Registration. 2.1 After (a) If the Company shall receive at any time after the earlier of (i) the first anniversary of three years from the date of this Agreement, hereof and (ii) 180 days after the consummation effective date of an IPO or initial public offering of its Common Stock (iii"IPO") a Spin-Off or Hostile Change in Control at any timewritten request from Initiating Holder(s), Holders then the Company shall, within 20 business days of at least fifty percent the receipt of such written request, give written acknowledgment of such request (50%"Request Acknowledgment") to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities then held owned of record by parties all Holders and which such Holders request to this Agreement (or be registered and included in the case of a Spin-Off the percentage of Registrable Securities equal such registration by written notice given by such Holders to the proportion which the majority Company within 20 days after receipt of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand NoticeRequest Acknowledgment; provided, the number and type of Registrable Securities that each requests to be Registeredhowever, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required obligated to prepare effect any such registration, qualification or file a Registration Statement under compliance pursuant to this Section 2 more 1.3: (i) if the aggregate value of the Registrable Securities proposed to be sold by such Holders in such offering is less than once in any twelve $1,000,000; (12ii) month period, more than twice after an IPO or more than three if such offering would (3y) times in total. Registrations pursuant to Demand Notices are subject to require disclosure of material nonpublic information that the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt Board of a valid Demand Notice, Directors of the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, determines in good faith would be in the best interests of the Company will prepare and file not to disclose or (z) have a Registration Statement. Any Holder who was not a party material adverse effect (as determined by the Board of Directors in good faith) on the Company or its shareholders in relation to any financing, acquisition, corporate reorganization or other material transaction actively pursued by the Demand Notice may, within ten (10) days from receipt Board of Directors of the Company's notice, request involving the Company to include the Holder's Registrable Securities or any of its affiliates, in which event, in the Registration Statement. If case of both (y) and (z), the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve defer the filing of the registration statement no more than once during any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice 12-month period for a period of not more than six months 120 days after receipt of a Demand Notice in any 12-month period if the request of such Holders under this Section 1.3 (the Company furnishes must furnish to the Holders requesting registration a certificate signed by its president stating that in the good faith judgment Chairman of the Company's board Board of directors it would be detrimental Directors, Chief Executive Officer or Chief Financial Officer certifying as to any such determination made by the Company for the Registration Statement to be effected at such time; and Board of Directors); (iii) if the Company need not prepare or file request is made during the period starting with the filing of, and ending on a Registration Statement pursuant date 90 days following the effective date of, a registration statement pertaining to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of securities for the account of the Company, provided that the Company securitiesis actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) The Company is obligated to effect only one such registration pursuant to this Section 1.3 (which registration must be declared or ordered effective). (b) If Initiating Holder(s) submit a registration request under this Section 1.3 and intend to distribute the Registrable Securities covered by such request by means of an underwriting (an "Underwritten Offering"), then the Initiating Holder(s) shall so advise the Company as a part of the request made pursuant to this Section 1.3 and the Company may delay shall include such information in the effectiveness written notice referred to in Section 1.3(a). In such event, the right of Investor and the other Holders to include their Registrable Securities in such registration shall be conditioned upon such Holders' participation in such underwriting and the inclusion of the Holders' Registrable Securities in the underwriting to the extent provided herein. If Investor or the other Holders propose to distribute their securities through such underwriting, they shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holder(s) from a list of three nationally-recognized underwriters proposed by the Company. Any Registrable Securities excluded and withdrawn from such underwriting shall be withdrawn from the registration. If the representative of such Demand Notice until one hundred eighty underwriters determines in good faith that marketing factors require a limitation of the number of shares to be underwritten and so advises Investor and the Holders in writing, the Registrable Securities to be sold by Investor shall be the last securities (180including any other registrable securities of any other shareholder with registration rights) days after the effective date of to be excluded from such Registration Statementregistration.

Demand Registration. 2.1 After (a) Subject to the earlier Transfer restrictions set forth in Sections 3.1 and 3.2, at any time during the period commencing as of the end of the Initial Share Holding Period and ending on the ten-year anniversary of the Closing Date, and, in the case of Silver Lake, TPG or August, after the Majority Stockholder has distributed Subject Shares pursuant to Section 3.3, upon the written request of any of the Majority Stockholder, TPG, Silver Lake or August (a “Demand Party”) requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities (a “Demand Registration”) and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to the Managing Registration Rights Holders (each of such Managing Registration Rights Holders will notify each of the Permitted Transferees of such Managing Registration Rights Holder that holds Registrable Securities) and other holders of securities entitled to notice of such registration and thereupon will, as expeditiously as reasonably possible, file a registration statement to effect the registration under the Securities Act of: (i) such Registrable Securities which the first anniversary of Company has been so requested to register by the date of this Agreement, Demand Party; (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held of other Registration Rights Holders which the Company has been requested to register by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal written request given to the proportion which Company by the majority Managing Registration Rights Holders within 14 days after the giving of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request such written notice by the Company to Register any or all of their Registrable Securities the Managing Registration Rights Holders (a "Demand Notice"). Demand Notices shall be made in writing and which request shall specify the Holders making amount and intended method of disposition of such securities); all to the Demand Notice, extent necessary to permit the number and type disposition (in accordance with the intended method thereof as aforesaid) of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities such other securities so to be Registered pursuant to a valid Demand Noticeregistered; provided that the Company shall not be required to prepare effect the registration of Registrable Securities (A) at the request of the Majority Stockholder on more than two (2) occasions, (B) at the request of Silver Lake on more than two (2) occasions, (C) at the request of TPG on more than two (2) occasions, or (D) at the request of August on more than one (1) occasion; provided further, that the Company shall not be obligated to file a Registration Statement registration statement relating to any registration request under this Section 2 more than once in any twelve 4.2(a): (121) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt within a period of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) 180 days after the effective date of any other registration statement relating to any registration request under this Section 4.2 or relating to any registration statement referred to under Section 4.1 or Section 4.3 hereof; or (2) if (x) the requested registration pursuant to this Section 4.2 involves a registration on a form other than a Form S-3 (or any successor to Form S-3), and (y) the Registration Rights Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $20,000,000; or (3) if (x) the requested registration pursuant to this Section 4.2 involves an underwritten offering, and (y) the Registration Rights Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $20,000,000; or (4) if the Registration Rights Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000; or (5) if with respect thereto the managing underwriter, the SEC, the Securities Act, or the form on which the registration statement is to be filed, would require the conduct of a Special Audit, in which case the filing may be delayed until the completion of such Special Audit (and the Company shall, upon request of TPG, Silver Lake or August, as the case may be, use its commercially reasonable efforts to cause such Special Audit to be completed expeditiously and without unreasonable delay); or (6) if the Company is in possession of material non-public information and the Board determines in good faith that disclosure of such information would not be in the best interests of the Company and its stockholders, in which case the filing of the registration statement may be delayed until the earlier of the second Business Day after such conditions shall have ceased to exist and the 120th day after receipt by the Company of the written request from the Majority Stockholder, TPG, Silver Lake or August, as the case may be, to register Registrable Securities under this Section 4.2(a); or (7) if the Closing Shelf Registration Statement is then effective and available for the sale and distribution of such Demand Party’s Registrable Securities in the manner specified in such request. (b) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 4.2. (c) A registration requested pursuant to this Article IV will not be deemed to have been effected unless the registration statement filed by the Company with the SEC in connection with such registration has been declared effective by the SEC; provided that, if, within 100 days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, then such registration will be deemed not to have been effected. (d) If a requested registration pursuant to this Section 4.2 involves an underwritten offering and regardless of whether the Company is registering any securities therein, the Board shall have the right to select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter. (e) If a requested registration pursuant to this Section 4.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the Holders party price, timing or distribution of the securities offered in such offering, then the Company will include in such registration such number of Registrable Securities requested to be included in such registration which, in the Demand Notice could have opinion of such managing underwriter, can be sold without having the adverse effect referred to above, which number shall be allocated pro rata among all such holders of Registrable Securities requesting to be included their in such registration based on the relative number of Registrable Securities then held by each such holder of Registrable Securities; (ii) . In the event that the number of Registrable Securities and Shares of other holders, in each case entitled to registration rights with respect to such Shares requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold, the Company may delay include in such registration securities it proposes to sell for its own account up to the effectiveness number of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that securities that, in the good faith judgment opinion of the Company's board of directors it would underwriter, can be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementsold.

Demand Registration. 2.1 After (a) If at any time following the earlier of (i) the first second anniversary of the date of this Agreement, the Company shall receive either— (i) in the event there has not been the First Public Offering, a request from at least two (2) Initial Standby Purchasers that are not Affiliates of each other (but regarding affiliated Initial Standby Purchasers as a single Initial Standby Purchaser for these purposes) that hold in the aggregate fifteen percent (15%) or more of the then outstanding Common Stock, with at least two (2) of such Initial Standby Purchasers holding, individually, at least five percent (5%) or more of the then outstanding Common Stock, or (ii) in the consummation event there has been the First Public Offering, (1) a request from one or more Initial Standby Purchasers holding in the aggregate six percent (6%) or more of an IPO the then outstanding Common Stock or (2) a request from one or more Standby Purchasers holding in the aggregate ten percent (10%) or more of the then outstanding Common Stock (any Standby Purchaser or Purchasers making the request pursuant to clause (i) or (iiiii), a “Requesting Stockholder”) that, in each case, the Company effect the registration under the Securities Act of all or any portion of such Requesting Stockholders’ Registrable Securities, and specifying the intended method of disposition thereof (which may include a Spin-Off or Hostile Change in Control at any timeShelf Registration provided that the Company is eligible to use Rule 415 for the purposes thereof), Holders then the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a “Demand Registration”) at least fifty percent five (50%5) Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Standby Purchasers and thereupon shall use its commercially reasonable efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (i) all Registrable Securities then held by parties for which the Requesting Stockholders have requested registration under this Section 2.01, and (ii) subject to this Agreement (or the restrictions set forth in the case of a Spin-Off the percentage of Sections 2.01(h) and Section 2.09, all other Registrable Securities equal to that any other Standby Purchaser (all such other Standby Purchasers, together with the proportion which Requesting Standby Purchasers, the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off“Registering Stockholders”) may request have requested the Company to Register any or register by request received by the Company within the relevant Registration Request Period, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that if such registration involves an underwritten Public Offering, all such Standby Purchasers requesting to be included in the registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Requesting Stockholders. (a "Demand Notice"b) Subject to 2.01(e). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests Company shall not be obligated to be Registeredeffect more than five Demand Registrations, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be obligated to effect a Demand Registration unless the aggregate market price or fair value on the date of such request of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $40,000,000. In no event shall the Company be required to prepare or file a Registration Statement under this Section 2 effect more than once in one Demand Registration hereunder within any twelve (12) six-month period, more than twice after an IPO or more than three . (3c) times in totalThe Company will from time to time as appropriate notify all Registering Stockholders of the identities of the other Registering Stockholders and the number of shares of Registrable Securities requested to be included therein. Registrations pursuant to Demand Notices are subject At any time prior to the further limitations effective date of the registration statement relating to such registration, the Requesting Stockholders may revoke such request, without liability to any of the other Registering Stockholders, by providing a notice to the Company revoking such request. A request, so revoked, shall be considered to be a Demand Registration unless (i) such revocation arose out of the fault of the Company (in which case the Company shall be obligated to pay all Registration Expenses in connection with such revoked request), or (ii) the Requesting Stockholders reimburse the Company for all Registration Expenses of such revoked request. (d) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected, except as set forth in Section 2.32.01(c). 2.2 Within ten (10e) days from its receipt Unless otherwise agreed with the Requesting Stockholders, any registration of a valid Demand Noticethe Company’s Common Stock pursuant to this Section 2.01 shall be effected solely for the purpose of registering the offer and sale of the Common Stock held by the Registering Stockholders and shall not be effected for any offer or sale by the Company of securities by the Company. (f) If requested by one or more Standby Purchasers holding in the aggregate fifteen (15%) or more of the then outstanding Common Stock, the Company shall deliver written notice use its reasonable best efforts to have the Common Stock listed on a national securities exchange (including The Nasdaq Stock Market LLC) or quoted on the bulletin board of the NASD, so long as the Company is at the time subject to the reporting requirements under the Exchange Act, whether or not as a result of a Demand Registration, and otherwise qualifies for such listing or quotation. (g) A Demand Registration shall not be deemed to have occurred: (i) unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 180 days, or in the case of a Shelf Registration, two years (or such shorter period in which all Holders Registrable Securities of the Registering Stockholders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 50% of the Registrable Securities included in such registration statement have been sold thereunder; or (ii) if the Maximum Offering Size is reduced in accordance with Section 2.01(h) such that less than 50% of the Registrable Securities of the Requesting Stockholders sought to be included in such registration are included. (h) If a Demand Registration involves an underwritten Public Offering (including any Shelf Registration used to effect a Public Offering) and the managing underwriter advises the Company and the Requesting Stockholders that, pursuant in its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having a Demand Noticematerial adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company will prepare and file a Registration Statement. Any Holder who was not a party shall include in such registration, in the priority listed below, up to the Demand Notice mayMaximum Offering Size: (i) first, within ten all Registrable Securities requested to be registered by any Registering Stockholders (10) days from receipt allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such entities on the basis of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the relative number of Registrable Securities so requested to be included in such registration by each), and (ii) second, subject to Section 2.01(e), any securities proposed to be registered for the offering to fewer than account of the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating HoldersCompany. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) Upon notice to each Registering Stockholder, the Company need not prepare or file may postpone effecting a Registration Statement registration pursuant to this Section 2.01 on one occasion during any period of six consecutive months for a Demand Notice within one hundred eighty reasonable time specified in the notice but not exceeding thirty (18030) days after the effective date (which period may not be extended or renewed), if (i) an investment banking firm of any Registration Statement filed by recognized national standing shall advise the Company and the Requesting Stockholders in writing that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which the Holders party to the Demand Notice could have included their Registrable Securities; had then been commenced or (ii) the Company may delay is in possession of material non-public information the effectiveness disclosure of a Demand Notice for a which would be required by the registration during the period of not more than six months after receipt of a Demand Notice specified in any 12-month period if such notice the Company furnishes a certificate signed by its president stating that reasonably believes would not be in the good faith judgment best interests of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statement.

Demand Registration. 2.1 After the earlier of (i) Holders of a majority of the first anniversary Registrable Securities held by the HMTF Holders may make up to three (3) written requests for a Demand Registration of all or any part of the Registrable Securities held by the HMTF Holders and their direct or indirect transferees; provided, that (A) each such Demand Registration by the HMTF Holders must be in respect of Registrable Securities with a fair market value of at least $50,000,000 or all of the Registrable Securities held by the requesting HMTF Holders if the aggregate fair market value of all of such Registrable Securities is less than $50,000,000 and (B) the HMTF Holders shall not be entitled to a Demand Registration if, during the 120 days preceding such request, the HMTF Holders had requested a Demand Registration unless the Company preempted such Demand Registration in accordance with Section 2.1(e) or the Company postponed the filing thereof in accordance with Section 3.1(a) and the requesting HMTF Holders withdrew the request for such Demand Registration. Upon exercise of all or any portion of the Warrants held by the HMTF Holders, the Holders of a majority of the Registrable Securities held by the HMTF Holders may make one (1) additional written request for a Demand Registration, subject to the proviso set forth in the foregoing sentence. (ii) Holders of a majority of the Registrable Securities held by the Liberty Holders may make up to six (6) written requests for a Demand Registration of all or any part of the Registrable Securities held by the Liberty Holders and their direct or indirect transferees; provided, that (A) each such Demand Registration by the Liberty Holders must be in respect of Registrable Securities with a fair market value of at least $50,000,000 or all of the Registrable Securities held by the requesting Liberty Holders if the aggregate fair market value of all of such Registrable Securities is less than $50,000,000, and (B) the Liberty Holders shall not be entitled to a Demand Registration if, during the 120 days preceding such request, the Liberty Holders had requested a Demand Registration unless the Company preempted such Demand Registration in accordance with Section 2.1(e) or the Company postponed the filing thereof in accordance with Section 3.1(a) and the requesting Liberty Holders withdrew the request for such Demand Registration. Upon exercise of all or any portion of the Warrants held by the Liberty Holders, the Holders of a majority of the Registrable Securities held by the Liberty Holders may make up to two (2) additional written requests for a Demand Registration, subject to the proviso set forth in the foregoing sentence. (iii) Any request for a Demand Registration will specify the aggregate number of shares of Registrable Securities proposed to be sold by the Requesting Holders and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Agreement or the inability of the Requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the Requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Company is in compliance in all material respects with its obligations under this Agreement), then, subject to Section 2.1(b), such Demand Registration shall be deemed to have been effected (provided that (i) if, the Demand Registration does not become effective because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), business, assets or results of operations of the Company and its subsidiaries taken as a whole subsequent to the date of this Agreement, the written request made by the Requesting Holders (ii) if the consummation of an IPO Company withdraws the Demand Registration for any reason or preempts the request for the Demand Registration or (iii) a Spin-Off or Hostile Change in Control at any timeif, Holders after the Demand Registration has become effective, an offering of at least fifty percent (50%) of all Registrable Securities pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the Commission or other governmental agency or court or (iv) if the Demand Registration is withdrawn at the request of the Requesting Holders pursuant to Section 2.1(f) or Section 3.1(a), then the Demand Registration shall not be deemed to have been effected and will not count as a Demand Registration). (iv) Upon receipt of any request for a Demand Registration by holders of a majority of the Registrable Securities held by parties the HMTF Holders or the Liberty Holders, as the case may be, the Company shall promptly (but in any event within ten (10) days) give written notice of such proposed Demand Registration to this Agreement (or the HMTF Holders, in the case of a Spin-Off the percentage of Registrable Securities equal request by an HMTF Holder, and to the proportion which Liberty Holders, in the majority case of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may a request the Company to Register any or all of their Registrable Securities (by a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriterLiberty Holder, and if soall such HMTF Holders or Liberty Holders, as the underwriters namecase may be (including their respective direct or indirect transferees) shall have the right, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver exercisable by written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten twenty (1020) days from of their receipt of the Company's notice, request the Company to elect to include the Holder's Registrable Securities in the such Demand Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute such portion of their Registrable Securities through an underwriteras they may request. All such Holders requesting to have their Registrable Securities included in a Demand Registration in accordance with the preceding sentence shall be deemed to be "Requesting Holders" for purposes of this Section 2.1. (b) In the event that the Requesting Holders withdraw or do not pursue a request for a Demand Registration and, then each Holder pursuant to Section 2.1(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that requests inclusion the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder) if the Selling Holders reimburse the Company for any and all Registration Expenses incurred by the Company in connection with such request for a Demand Registration that was withdrawn or not pursued. (c) If the Requesting Holders so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the Registration Statement must participate form of a "firm commitment" underwritten offering. A majority in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company interest of the Requesting Holders shall have the right to approve select the managing Underwriters and any underwriteradditional investment bankers and managers to be used in connection with any offering under this Section 2.1, subject to the Company's approval, which approval shall not be unreasonably withheld. (d) The Requesting Holders will inform the Company of the time and manner of any disposition of Registrable Common Stock, and agree to reasonably cooperate with the Company in effecting the disposition of the Registrable Common Stock in a manner that does not unreasonably disrupt the public trading market for the Common Stock; provided, however, that the Holders' only right to a shelf registration statement shall be pursuant to Section 2.3. (e) The Company will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within seven business days after the Company has received a request for such Demand Registration) of such intention to the Requesting Holders indicating that the Company has identified a specific business need and use for the proceeds of the sale of such securities and had contemplated such sale of securities prior to receiving the Requesting Holders' notice, and the Company shall use commercially reasonable efforts to effect a primary registration within 90 days of such notice. In the event ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.2 hereof. Upon the Company's preemption of a requested Demand Registration, such requested registration will not count as the Holders' Demand Registration. If the Company thereafter decides to abandon its intention to pursue such sale of securities, it shall give notice thereof to any preempted Holders within two business days following the Company's decision. The Company may exercise the right to preempt a Demand Registration only once in any 360-day period; provided, that during any 360-day period the Company shall use its reasonable best efforts to permit a period of at least 180 consecutive days during which the Selling Holders may effect a Demand Registration. (f) Securities to be sold for the account of any Person (including the Company) other than a Requesting Holder shall not be included in a Demand Registration if the managing Underwriter or Underwriters shall advise the Company and the Requesting Holders in writing that the underwriter limits inclusion of such securities will materially and adversely affect the price of the offering (a "Material Adverse Effect"). Furthermore, in the event the managing Underwriter or Underwriters shall advise the Company or the Requesting Holders that even after exclusion of all securities of other Persons (including the Company) pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause a Material Adverse Effect, the Registrable Securities of the Requesting Holders to be included in such Demand Registration shall equal the number of shares which the Company and the Requesting Holders are so advised can be sold in such offering without a Material Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Securities requested to be included in the offering to fewer than the number such registration by each such Requesting Holder; provided, however, that has been requested for Registration, then each Holder's if any Registrable Securities shall requested to be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement registered pursuant to a Demand Notice within one hundred eighty Registration under Section 2.1 are excluded from registration hereunder, then the Holder(s) having shares excluded (180"Excluded Holders") days after shall have the effective date right to withdraw all, or any part, of any their shares from such registration and if withdrawn in full such Demand Registration Statement filed by the Company in which the Holders party shall not be deemed to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of been effected and will not count as a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration StatementRegistration.

Demand Registration. 2.1 After (a) Subject to the earlier conditions of this Section 3.1: (i) If the first anniversary of Company shall receive a written request from the date of this Agreement, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Series A Investor Holders of at least fifty forty percent (5040%) of all the total Registrable Securities then outstanding and held by the Series A Investors ("Series A Investor Initiating Holders") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering at least twenty percent (20%) of the Registrable Securities then held by parties to this Agreement the Series A Investors (or in any lesser percentage if the case anticipated aggregate offering price to the public would exceed $5,000,000), then the Company shall, within fifteen (15) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (ii) If the Company shall receive a Spin-Off written request from the percentage Series B Investor Holders of at least forty percent (40%) of the total Registrable Securities then outstanding and held by the Series B Investor Holders ("Series B Investor Initiating Holders") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities equal covering at least twenty percent (20%) of the Registrable Securities then held by the Series B Investors (or any lesser percentage if the anticipated aggregate offering price to the proportion which public would exceed $5,000,000), then the majority Company shall, within fifteen (15) days of the number shares receipt thereof, give written notice of Common acquired pursuant such request to all Holders, and subject to the Subscription Agreement bears limitations of this Section 3.1, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities at that the time of the Spin-OffHolders request to be registered. (iii) may request If the Company to Register any or all of their Registrable shall receive a written request from Xxxxxx ("Xxxxxx Initiating Holder") that the Company file a registration statement under the Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify Act covering the Holders making the Demand Notice, the number and type registration of Registrable Securities covering at least forty percent (40%) of the Common Stock issued to and held by Xxxxxx in connection with the Merger (or any lesser percentage if the anticipated aggregate offering price to the public would exceed $5,000,000), then the Company shall, within fifteen (15) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that each requests the Holders request to be Registeredregistered. (iv) If the Company shall receive a written request from UA ("UA Initiating Holder") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering at least forty percent (40%) of the Common Stock issued or issuable upon the exercise of the UA Warrant held by UA (or any lesser percentage if the anticipated aggregate offering price to the public would exceed $5,000,000), whether then the Company shall, within fifteen (15) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (v) If the Company shall receive a written request from a Founder ("Founder Initiating Holder") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities covering at least forty percent (40%) of the Common Stock held by Founder (or any lesser percentage if the anticipated aggregate offering price to the public would exceed $5,000,000), then the Company shall, within fifteen (15) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 3.1, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered. (b) If the Initiating Holders (for purposes of this Section 3.1, the term "Initiating Holder" shall mean a Series A Investor Initiating Holder, a Series B Investor Initiating Holder, the Xxxxxx Initiating Holder, the UA Initiating Holder or the Founder Initiating Holder, as applicable) intend to distribute the Registrable Securities will be sold through covered by their request by means of an underwriterunderwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.1, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required include such information in the written notice referred to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice3.1(a). In such event, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any right of any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the Registration Statementunderwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. If the All Holders that initiated a Demand Notice specify therein that they intend proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriter, then each Holder that requests inclusion underwriting agreement in customary form with the Registration Statement must participate underwriter or underwriters selected for such underwriting by a majority in such underwriting, and become party interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheldCompany). In the event that the underwriter limits determines in good faith that marketing factors require a limitation of the number of Registrable Securities shares to be included in the offering to fewer than underwritten, the number of shares that has been requested for Registration, then each Holder's Registrable Securities shall may be included in the underwriting pro rata, based on shall be allocated among the total number of Holders in accordance with Section 3.2. Any Registrable Securities held by excluded or withdrawn from such underwriting shall be withdrawn from the participating Holdersregistration. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statement.

Demand Registration. 2.1 After the earlier of (i) the first anniversary of At any time on or after the date of this Agreementsix (6) months following the date hereof, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any timeBuyer may, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties written notice to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities Seller (a "Demand Notice"). Demand Notices shall be made in writing and shall specify , demand that Seller register for sale under the Holders making Securities Act all or any portion of the Demand Notice, Conversion Shares or Warrant Shares (including shares covered by the number and type of Registrable Securities Notes and/or Warrants to the extent Seller receives appropriate assurances that each requests to be Registered, whether the Registrable Securities such Notes or Warrants will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities converted or exercised prior to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee) in the amount and manner specified in the Demand Notice; PROVIDED, HOWEVER, that the reasonably anticipated aggregate price of the securities to be registered and offered to the public would exceed $500,000. Seller shall be obligated to register securities pursuant to this Section 6.2(b)(i) on two (2) occasions only; PROVIDED, HOWEVER, that if Seller is a registrant then entitled to file a registration statement on Form S-3 or any successor form thereto, Seller shall be obligated to register Buyer's securities on one (1) additional occasion if Buyer provides a Demand Notice until one hundred eighty (180) days after requesting that its securities be registered on Form S-3 or any successor form thereto; and PROVIDED, FURTHER, that any such obligation shall be deemed satisfied only when a registration statement covering all registrable securities specified in the effective date of such Registration StatementDemand Notice shall have become effective.

Demand Registration. 2.1 After the earlier of (i) For so long as the first anniversary Partnership owns any Registrable Securities and is otherwise entitled to exercise its right (“Initial Demand Right”) to request that ENLK prepare and file an initial registration statement (the “Initial Registration Statement”) under the Securities Act pursuant to Section 2.1(a) of the date of this Registration Rights Agreement, (iieither the TPG Investors, on the one hand, or the GS Investors, on the other hand, upon delivery of a written notice to the Partnership and the other Investor, may request that the Partnership exercise its Initial Demand Right and the Partnership, no earlier than three Business Days following receipt of such request, will exercise its Initial Demand Right in accordance with the Registration Rights Agreement; provided, however, that notwithstanding anything in this Section 6.2(a) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal Registration Rights Agreement to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Noticecontrary, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company no Investor shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event request that the underwriter limits Partnership exercise its Initial Demand Right after the number date on which such Investor and its Affiliates no longer collectively own more than 50% of the Class A Units that such Investor and its Affiliates owned as of the Closing. (ii) If the Partnership has not exercised its Initial Demand Right, either the TPG Investors, on the one hand, or the GS Investors, on the other hand, to the extent such Investors directly own Registrable Securities and following prior consultation with the other Investors, may exercise any respective rights they may have to request that ENLK prepare and file an Initial Registration Statement pursuant to Section 2.1(a) of the Registration Rights Agreement; provided, however, that notwithstanding anything in this Section 6.2(a) or in the Registration Rights Agreement to the contrary, no Investor shall have the right to request that ENLK file an Initial Registration Statement after the date on which such Investor and its Affiliates no longer collectively own more than 50% of the Registrable Securities to be included in which such Investor was entitled as of the offering to fewer than Closing. (iii) Following the number that has been requested filing of the Initial Registration Statement, for Registration, then each Holder's so long as the Partnership owns any Registrable Securities and is otherwise entitled to exercise its right to request the filing of additional Registration Statements under Section 2.1(a) of the Registration Rights Agreement (each, an “Additional Demand Right”), either the TPG Investors, on the one hand, or the GS Investors, on the other hand, upon delivery of a written notice to the Partnership and the other Investor, may request that the Partnership exercise an Additional Demand Right and the Partnership, no earlier than three Business Days following receipt of such request, will exercise such Additional Demand Right in accordance with the Registration Rights Agreement; provided, however, that without the prior written consent of the other Investors, neither the TPG Investors, on the one hand, nor the GS Investors, on the other hand, shall be included in have any right to request the underwriting pro rata, filing of a number of additional Registration Statements pursuant to this Section 6.2(a)(iii) and Section 6.2(a)(iv) that is greater than such Investors’ proportionate share (based on such Investors’ then-current relative ownership of the Registrable Securities owned by all Investors) of the total number of Registration Statements that are permitted under Section 2.1(a) of the Registration Rights Agreement, rounded to the nearest whole number. (iv) Following the filing of the Initial Registration Statement, if any of the TPG Investors, on the one hand, or the GS Investors, on the other hand, directly owns any Registrable Securities, such Investor may exercise any rights it may have to request the filing of additional Registration Statements under Section 2.1(a) of the Registration Rights Agreement; provided, however, that such Investor provides written notice to the other Investor at least five Business Days prior to making any such request; provided further, that without the prior written consent of the other Investors, neither the TPG Investors, on the one hand, nor the GS Investors, on the other hand, shall have any right to request the filing of a number of additional Registration Statements pursuant to Section 6.2(a)(iii) and this Section 6.2(a)(iv) that is greater than such Investors’ proportionate share (based on such Investors’ then-current relative ownership of the Registrable Securities held owned by all Investors) of the participating Holders. 2.3 Registrations total number of Registration Statements that are permitted under this Section 2 are subject 2.1(a) of the Registration Rights Agreement, rounded to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementnearest whole number.

Demand Registration. 2.1 After (a) If the earlier of (i) the first anniversary of Company shall receive, at any time after the date of this Agreement, (ii) a written request from one or more Holders holding, or having the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any timepresent right to acquire, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request at least 51% of the Registrable Securities, that the Company file a registration statement under the Securities Act covering the registration of all or part of the Registrable Securities, then the Company shall (i) if such request is received from fewer than all Holders, give prompt written notice of such requested registration to Register all other Holders, so that such other Holders shall have the opportunity to join in such request, and (ii) subject to the limitations of Sections 1.3(c) and (e), 1.5 and 1.7 hereof, within 30 days of the receipt by the Company of such written request, file a registration statement on any or all of their Registrable appropriate form under the Securities (a "Demand Notice")Act. Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests The Company agrees to use its Reasonable Efforts to cause such registration statement to be Registered, whether declared effective as promptly as practicable and to keep it effective for such period of time as may be necessary to permit the consummation of the offering of the Registrable Securities will covered thereby. (b) The Registrable Securities registered pursuant to this Section 1.3 may, at the option of the Holders holding at least 51% of the Registrable Securities being registered, be offered and sold through an underwriter, and if so, the underwriters name, address, telephone number and contact personin firm commitment underwritten offerings. The underwriter or underwriters conducting such offerings shall be selected by the Holder or Holders holding at least 51% of the Registrable Securities being registered; provided, that the managing underwriters in connection with each such offering shall be nationally recognized as underwriters of securities. (c) The Company will prepare is obligated to effect two registrations pursuant to this Section 1.3 (in addition to any registrations in which the Holders may participate pursuant to the other provisions of this Agreement), one of which may be, at the option of the Holders holding at least 51% of the Registrable Securities being registered, a shelf registration which shall be required to be effective for a period of one year. A registration shall not be deemed to have been effected unless it has become effective and file remained effective until the Registrable Securities registered under such registration statement have been sold. (d) Other than the Registrable Securities, no securities (including without limitation any securities with respect to which any Person has any rights under the agreement referred to in the last sentence of Section 1.11 hereof) shall be included among the securities covered by a Registration Statement in accordance with registration effected pursuant to this Section 4 for 1.3 unless (i) the Holder or Holders holding 51% of the Registrable Securities to be Registered pursuant covered thereby shall have consented in writing to a valid Demand Notice; provided the inclusion of such other securities or (ii) the managing underwriters of the offering shall have advised such Holder or Holders in writing that the inclusion of such other securities would not adversely affect such offering or the subsequent trading market or market price for the Common Units. (e) Notwithstanding the foregoing, the Company shall not be required to prepare or file a Registration Statement under register any Registrable Securities pursuant to this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations1.3: (i) during a reasonable period of time, not to exceed 120 days, following the initial distribution of securities by the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after registered underwritten public offering if such offering was commenced prior to the effective date of any Registration Statement filed by time the Company in which receives the Holders party to the Demand Notice could have included their Registrable Securities; request contemplated by Section 1.3(a), or (ii) during a reasonable period of time, not to exceed 60 days, with respect to which the Board of Directors of the Managing General Partner has determined that a registration of Registrable Securities pursuant to this Section 1.3 would adversely affect the Company may delay the effectiveness because of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12material non-month period if public acquisition or similar material transaction that is pending at the time the Company furnishes a certificate signed receives the request contemplated by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration StatementSection 1.3(a).

Demand Registration. 2.1 After the earlier of (a) (i) Provided that the first anniversary Company does not have the Registration Statement filed pursuant to Section 2 effective and usable to such Holder or group of Holders requesting a Demand Registration under this Section, at any time after the date that the Company becomes a registrant under the Exchange Act, any Holder or group of Holders holding, in the aggregate, ten percent (10%) or more of the Registrable Securities issued and outstanding immediately following the effective date of this Agreementthe Plan (the “Initial Outstanding Amount”), (ii) shall have the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any timeright, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal written notice given to the proportion which the majority of the number shares of Common acquired pursuant Company (a “Demand Notice”), to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register register under and in accordance with the provisions of the Securities Act all or any or all portion of their the Registrable Securities designated by such Holder(s); provided, however, that (a "Demand Notice"). Demand Notices shall x) the Registrable Securities requested to be made in writing registered constitute at least ten percent (10%) of the Initial Outstanding Amount, and shall specify (y) prior to the Holders making time the Demand Notice, Company is eligible to use Form S-3 for the number and type registration of Registrable Securities that each requests for resale, such Holder(s), in the aggregate, shall only be entitled to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Demand Registrations pursuant to the provisions of this Section 3(a)(i) unless any Demand Notices are subject to Registration does not become effective or is not maintained in effect for the further limitations respective periods set forth in Section 2.3. 2.2 Within 3(c), in which case the relevant Holder(s) will be entitled to an additional Demand Registration pursuant hereto. Following the time that the Company becomes eligible for use of Form S-3 (or any successor form), any Holder or group of Holders holding, in the aggregate, ten percent (10%) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt or more of the Company's noticeInitial Outstanding Amount, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve request the Company to register under and in accordance with the provisions of the Securities Act all or any underwriter, which approval shall not be unreasonably withheld. In portion of the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number designated by such Holder(s); provided, however, that has been requested for Registration, then each Holder's such Registrable Securities represent at least ten percent (10%) of the Initial Outstanding Amount, provided, however, that there shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 no more than five (5) Demand Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementthis Agreement.

Demand Registration. 2.1 After the earlier of (ia) At any time after the first anniversary of the date of this Agreement, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any timehereof, Holders of holding at least fifty fifty-one percent (5051%) of all the Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) Holders may request require that the Company to Register file a registration statement on Form S-1 under the Securities Act of all or any or all part of their Registrable Securities (a "Demand NoticeRegistration"), subject to the terms and conditions of this Agreement; provided, however, that the Company shall not be obligated to effect more than two (2) registrations on Form S-1 pursuant to this Section 2.1(a). Any request for a Demand Notices Registration shall specify the approximate number of shares of Registrable Securities requested to be registered and the intended method of distribution of the shares. The Company shall, as use its best efforts to effect the registration on Form S-1 of the Registrable Securities (including pursuant to a shelf registration statement) which the Company has been requested to register pursuant to this Section 2.1(a). No additional registrations shall be made in writing and shall specify by the Company during the one hundred eighty (180) day period following the effective date of any demand registration pursuant to this Section 2.1(a). (b) In the event the Holders making own Registrable Securities at such time as the Company shall have qualified for the use of Form S-3 (or any similar form or forms promulgated by the Commission), Holders of at least fifteen percent (15%) of the Registrable Securities then held by the Holders shall have the right to request, in addition to the Demand NoticeRegistrations, additional registrations on Form S-3 or its successor form, as the number case may be (collectively, "Form S-3") and type the Company shall promptly give notice of such proposed registration to all Holders of Registrable Securities that each requests and the Company shall, as soon as practicable but in any event within forty-five (45) days thereafter, use its best efforts to be Registered, whether effect the registration on Form S-3 of the Registrable Securities will (including pursuant to a shelf registration statement) which the Company has been requested to register (a) in each request and (b) in any response given within thirty (30) days of the receipt of the notice from the Company pursuant to this Section 2.1(b); provided, however, that the Company shall not be sold through an underwriter, obligated to file and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a cause to become effective (i) more than two registrations in any twelve month period under this Section 2.1(b) or (ii) any Registration Statement in accordance with Section 4 for on Form S-3 where the proposed aggregate offering price of the Registrable Securities to be Registered sold thereunder is less than $1,000,000. (c) If an offering pursuant to this Section 2 is underwritten and the managing underwriter(s) advises the Company in writing that in their reasonable and good faith opinion the number of shares of Registrable Securities required to be registered exceeds the number of shares of Registrable Securities that can be sold in an orderly manner in such offering within a valid price range acceptable to the Company and the Holders, the securities requested by the Company to be included, if any, shall first be excluded from such registration to the extent so required by such limitation; to the extent additional shares need to be excluded in order to conform to such limitation, the securities of the Company held by stockholders of the Company other than the Holders (the "Other Stockholders") shall next be excluded; and then, to the extent additional shares still need to be excluded in order to conform to such limitation, the Registrable Securities requested to be registered by the Holders shall be reduced pro rata based upon the number of shares of Registrable Securities owned by such Holders. The Company shall advise all holders of securities requesting registration as to the number of shares of securities that may be included in the registration and underwriting as allocated in the foregoing manner. If more than twenty percent (20%) of the Registrable Securities of the Holders are excluded pursuant to this Section 2.1(c), such registration will not constitute a Demand NoticeRegistration pursuant to Section 2.1(a). If any Other Stockholder or Holder who has requested inclusion in such registration as provided in Section 2.1(a) or Section 2.1(b) disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Holders initiating such registration. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of shares to be underwritten and otherwise determine that it would not have a material adverse effect on the marketing of the Registrable Securities, the Company may include its securities for its own account in such registration if the underwriter so agrees and if the number of shares of Registrable Securities and other securities of the Holders that would otherwise have been included in such registration and underwriting will not be limited thereby. 2.2 The Holders will have the right to select one or more underwriters to manage an offering under Section 2.1, which underwriters shall be reasonably acceptable to the Company. The right of any Holder to participate in an underwritten offering under Section 2.1 shall be conditioned upon such Holder's agreement to the terms of such underwriting, including the execution of an underwriting agreement with the underwriters in form and substance reasonably acceptable to the Company. In the event that the Company determines that proceeding with an offering pursuant to this Section 2 would materially interfere with, or require premature disclosure of, business activities or plans of the Company, or give rise, solely because of its timing, to any legal or contractual liability on the part of the Company, the Company may, by written notice, delay for a reasonable period of time the registration or offering, but in no event longer than one hundred twenty (120) days; provided that the Company shall not be required exercise its right to prepare or file delay a Registration Statement under registration pursuant to this Section 2 2.2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statement.

Demand Registration. 2.1 After (a) If the earlier Company shall receive a written request (a “Demand Request”) from the Invus Transferee Group that the Company file a registration statement under the Securities Act covering the registration of (i) the first anniversary all or a portion of the date Registrable Securities owned by the Invus Transferee Group (or any member(s) thereof), then the Company shall, subject to the limitations of this AgreementSection 3.2, (ii) effect, as expeditiously as reasonably possible, the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) registration under the Securities Act of all Registrable Securities then held by parties in accordance with the intended method of distribution thereof that the Invus Transferee Group, and any Piggyback Holders pursuant to this Agreement their rights under Section 3.3, request to be registered, subject to the provisions of Section 3.2(c). The Invus Transferee Group shall have the right to make an unlimited number of Demand Requests. (b) If the Invus Transferee Group (or in the case of a Spin-Off the percentage of Registrable Securities equal any member(s) thereof) intends to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether distribute the Registrable Securities will be sold through covered by its request by means of an underwriterunderwritten public offering, and if so, it shall so advise the underwriters name, address, telephone number and contact personCompany as a part of their request made pursuant to this Section 3.2 or any request pursuant to Section 3.4. The Company will prepare Invus Transferee Group shall have the right to select the investment bank or banks and file managers to administer any offering made in connection with a Registration Statement in accordance with Section 4 for Demand Request, including the Registrable Securities to be Registered pursuant to a valid Demand Noticelead managing underwriter; provided that if the Invus Transferee Group declines to exercise such right, the Company shall select the investment bank or banks and managers to administer the offering, but the Invus Transferee Group shall continue to have such right pursuant to this Section 3.2(b) in any subsequent underwritten public offering. (c) Notwithstanding anything herein to the contrary, the Company shall not be required obligated to prepare or file effect a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations registration pursuant to Demand Notices are subject Section 3.2 unless the Registrable Securities requested to be registered by the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand NoticeInvus Transferee Group, together with the Company shall deliver written notice Registrable Securities requested to all be registered by any Piggyback Holders that, pursuant to a Demand NoticeSection 3.3, the Company will prepare and file a Registration Statement. Any Holder who was not a party are reasonably expected to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities result in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: aggregate gross cash proceeds (i) in the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within case of the Initial Offering, in excess of one hundred eighty and fifty million dollars (180$150,000,000) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; and (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment case of the Company's board of directors it would be detrimental any registration subsequent to the Company for the Registration Statement to be effected at such time; and Initial Offering, fifty million dollars (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statement$50,000,000).

Demand Registration. 2.1 After (a) On or after the earlier of (i) the first 18-month anniversary of the date Closing Date, upon the written request of this Agreement, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders holders of at least fifty percent 40% of the then outstanding Registrable Securities held by the Investor Stockholders (50%the “Demand Party”) requesting that the Company effect the registration under the Securities Act of all or part of such Demand Party’s Registrable Securities then held and specifying the amount and intended method of disposition thereof, including without limitation, if requested on or after the 24-month anniversary of the Closing Date, pursuant to a shelf registration statement utilizing Rule 415 of the Securities Act (or its successor provision), and thereupon will, as expeditiously as reasonably practicable, use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by parties the Demand Party; provided that in no event shall the Company be required to effect more than three (3) registrations pursuant to this Agreement (or Section 4.2; provided, further, that in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request no event shall the Company be obligated to Register prepare and file any such registration statement or all of their Registrable Securities (any supplemental prospectus with respect to a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type sale of Registrable Securities that each requests would not obtain a minimum sales price of $25 million; provided, further, that the Company shall not be obligated to be Registeredfile a registration statement under this Section 4.2 within a period of 90 days after the effective date of any other registration statement for which the Holders exercised their rights under Section 4.1 or for which the Company filed pursuant to this Section 4.2; provided, whether further, that if all of the Registrable Securities will held by a Holder (together with those of its Affiliates) can be sold through an underwriterwithout restriction under SEC Rule 144(k), and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under effect any registrations for such Holder pursuant to this Section 2 more than once in any twelve 4.2 (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject required to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay maintain the effectiveness of a Demand Notice for a period any shelf registration statement as required by Section 4.3(b)). Nothing in this Section 4.2 shall limit the right of not more than six months after receipt of a Demand Notice in any 12-month period if Holder to request the Company furnishes a certificate signed by its president stating that in the good faith judgment registration of the Company's board Registrable Securities issuable upon conversion of directors it would be detrimental to the Company for Subject Shares held by such Holder notwithstanding the Registration Statement to be effected fact that at the time of the request such time; Holder holds Series B Preferred Stock and (iii) not the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration StatementRegistrable Securities.

Demand Registration. 2.1 After (a) If the earlier Company shall receive from any member of the Snow Xxxxxx Group or the TOBI Group (each, a “Requesting Equity Holder”) a written request that the Company effect a registration with respect to all or a part of the Registrable Shares held by such Requesting Equity Holder (a “Demand Registration”, which term shall include any Marketed Underwritten Demand Registration and demands for a Marketed Underwritten Takedown Offering), then the Company will: (i) the first anniversary of within ten (10) days after the date of this Agreementsuch request, give written notice of the proposed registration to all Equity Holders (other than the Requesting Equity Holder) and the holders of Other Shares; and (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any timeuse commercially reasonable efforts to, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or as soon as practicable, effect such registration which shall, in the case of a Spinsecondary offering, be on Form S-3 if the Company is qualified for registration on Form S-3 under the Securities Act (or any comparable or successor form or forms thereto) (“Form S-3”) and if the Company is not qualified for registration on Form S-3 at such time, on Form S-1 under the Securities Act) (“Form S-1”) (including, without limitation, the execution of an undertaking to file post-Off effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the percentage Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all of such Registrable Securities equal Shares as are specified in such request, together with all or such portion of (A) the other Registrable Shares joining in such request as are specified in a written request from any Equity Holder received by the Company, (B) any Other Shares entitled to participate therein as are specified in a written request from the proportion which holders of such Other Shares received by the majority of Company, and/or (C) any Primary Shares proposed to be included in such registration by the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request Company by notice from the Company to Register any or all of their Registrable Securities the Requesting Equity Holder, in each case within twenty (a "Demand Notice"). Demand Notices shall be made in writing and shall specify 20) days after written notice from the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with is given under Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice2(a)(i) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(a): (1) In any particular jurisdiction in which the Company would be required to prepare execute a general consent to service of process in effecting such registration, qualification or file a Registration Statement under this Section 2 more than once in any twelve (12) month periodcompliance, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are unless the Company is already subject to service in such jurisdiction and except as may be required by the further limitations set forth in Section 2.3.Securities Act or applicable rules or regulations thereunder; 2.2 Within ten (102) days from its receipt of a valid Demand Notice, If the Company shall deliver written notice furnish to all Holders that, pursuant to the Requesting Equity Holder a Demand Notice, certificate signed by the Chief Executive Officer (or other authorized officer) of the Company will prepare and file a Registration Statement. Any Holder who was not a party to stating that in the Demand Notice may, within ten (10) days from receipt reasonable discretion of the Company's notice, request Company the registration statement (i) would require the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through make an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall Adverse Disclosure or (ii) could not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed effected by the Company in which compliance with the Holders party applicable financial statement requirements under applicable securities laws, the Company’s obligation to use its reasonable best efforts to comply with this Section 2(a), and its related obligations under Section 5, shall be deferred (provided that the Company shall only be permitted two deferrals pursuant to this Section 2(a)(ii)(2) and Section 2(d)(iv), in the aggregate, in any twelve-month period, with such deferrals not to exceed an aggregate of 90 days); (3) If the Requesting Equity Holder and its Group propose to register Registrable Shares at an expected offering price, net of underwriter discounts and commissions, of less than $10,000,000 (net of Registration Expenses) in the aggregate; provided that this clause (4) shall not apply to a Shelf Registration covering an unspecified number of shares in accordance with Section 2(b); or (4) With respect to registrations on Form S-3, in excess of an aggregate of more than four (4) Demand Registrations and/or Takedown Demands (as defined herein) in any calendar year or in excess of one Demand Registration or Takedown Demand per calendar quarter, excluding any Demand Registrations and Takedown Demands that are terminated in accordance with Section 2(b) below; or (5) With respect to registrations on Form S-1, in excess of one (1) Demand Registration in any calendar year. Subject to the Demand Notice could have included their Registrable Securities; (iiprovisions of Section 2(e) below, the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice may, in any 12-month period if the Company furnishes a certificate signed by its president stating that sole discretion, include Other Shares in the good faith judgment registration statement filed pursuant to the request of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement Requesting Equity Holders pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementthis Section 2(a).

Demand Registration. 2.1 (a) After the earlier first to occur of the consummation of the Initial Public Offering and December 23, 1996, upon the writ ten request of any holder or holders of at least 662/3% of the outstanding Registrable Securities issued or issuable upon conversion of the Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock requesting that the Company effect the registration under the Securities Act of all or part of such holder's or holders' Registrable Securities and specifying the number thereof to be registered by each such holder and the intended method of disposition thereof, the Company will, as expeditiously as possible, give written notice of such request to all holders of Registrable Securities, and shall thereupon use its reasonable best efforts to effect the registration under the Securities Act, subject to Section 6.1(e), of: (i) the Registrable Securities which the Com pany has been so requested to register by such holder or holders; and (ii) all other Registrable Securities which the Company has been requested to register by any other holder thereof by written request given to the Company within 30 calendar days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing provisions of subsection 6.1(a), the Company shall not be obligated to file more than three registration statements pursuant to this Section 6.1(a) and shall not be obligated to file any registration statement pursuant to this Section 6.1(a) where the proposed aggregate offering price of the securities to be sold thereunder is less than $5 million. (b) After the first anniversary of the date Initial Public Offering, upon the written request of this Agreementany holder or holders of a majority of the outstanding Registrable Securities issued or issuable upon conversion of the Series E Preferred Stock (the "Requesting Series E Holders") requesting that the Company effect the registration under the Securities Act of all or part of the Requesting Series E Holders' Registrable Securities and specifying the number thereof to be registered by each such holder and the intended method of disposition thereof, the Company will, as expeditiously as possible, give written notice of such request to all holders of Registrable Securities, and shall thereupon use its reasonable best efforts to effect the registration under the Securities Act, subject to Section 6.1(f), of: (i) the Registrable Securities which the Com pany has been so requested to register by the Requesting Series E Holders; and (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all other Registrable Securities then held which the Company has been requested to register by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal any other holder thereof by written request given to the proportion which Company within 30 calendar days after the majority giving of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request such written notice by the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and which request shall specify the Holders making intended method of disposition of such Registrable Securities), all to the Demand Notice, extent necessary to permit the number and type disposition (in accordance with the intended methods thereof as aforesaid) of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities so to be Registered pursuant to a valid Demand Notice; provided that registered. Notwithstanding the foregoing provisions of subsection 6.1(b), the Company shall not be required obligated to prepare or file a Registration Statement under more than one registration statement pursuant to this Section 2 more than once in 6.1(b) and shall not be obligated to file any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations registration statement pursuant to Demand Notices are subject this Section 6.1(b) where the proposed aggregate offering price of the securities to the further limitations set forth in Section 2.3be sold thereunder is less than $5 million. 2.2 Within ten (10c) days from its receipt of a valid Demand Notice, At such time as the Company shall deliver have qualified for the use of Form S-3 (or any similar form or forms promulgated by the Commission), the holders of 10% of the then outstanding Registrable Securities shall have the right to request the registration of Registrable Securities on Form S-3. The Company shall give prompt written notice of each such proposed registration to all other record holders of Registrable Securities. Subject to Section 6.1(e) hereof, such other holders shall have the right, by giving written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) 30 days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities elect to have included in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute such registration such of their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate as such holders may request in such underwritingnotice of election. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 of all Registrable Securities which the Company has been requested to register; provided, however, that the Company shall not be obligated to file and use its reasonable best efforts to cause to become party effective (i) more than one registration on Form S-3 in any one year period or (ii) any such registration statement where the proposed aggregate offering price of the securities to be sold thereunder is less than $2 million. In addition, the Company shall not be obligated to file and use its reasonable best efforts to cause to become effective more than three registration statements pursuant to which Registrable Securities are to be sold pursuant to this Section 6.1(b). Three registrations effected on Form S-3 pursuant to this Section 6.1(b) shall not be counted as demand registrations pursuant to Section 6.1(a) hereof. (d) At such time as the Company shall have qualified for the use of Form S-3 (or any required agreementssimilar form or forms promulgated by the Commission), including, but not limited to, customary underwriting and indemnification agreements. The Company the Requesting Series E Holders shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In request the event that the underwriter limits the number registration of Registrable Securities on Form S-3. The Company shall give prompt written notice of such proposed registration to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number all other record holders of Registrable Securities held Securities. Subject to Section 6.1(f) hereof, such other holders shall have the right, by the participating Holders. 2.3 Registrations under this Section 2 are subject giving written notice to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) 30 days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after from receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board notice, to elect to have included in such registration such of directors it would be detrimental to their Registrable Securities as such holders may request in such notice of election. Thereupon, the Company for shall, as expeditiously as possible, use its reasonable best efforts to effect the Registration Statement registration on Form S-3 of all Registrable Securities which the Company has been requested to register; provided, however, that the Company shall not be obligated to file and use its reasonable best efforts to cause to become effective (i) more than one registration on Form S-3 pursuant to this Section 6.1(d) or (ii) any such registration statement where the proposed aggregate offering price of the securities to be sold thereunder is less than $2 million. A registration effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to this Section 6.1(d) shall not be counted as a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the demand registration pursuant to Section 6.1(b) hereof. (e) The Company may delay the effectiveness of such Demand Notice until one hundred eighty (180include in a registration requested under Sections 6.1(a) days after the effective date of such Registration Statement.or 6.1

Demand Registration. 2.1 After (a) Subject to the earlier Transfer restrictions set forth in Sections 3.1 and 3.2, at any time during the period commencing as of (i) the first end of the Initial Share Holding Period and ending on the ten-year anniversary of the date of this AgreementClosing Date, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any timeand, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off Silver Lake, TPG or August, after the percentage Majority Stockholder has distributed Subject Shares pursuant to Section 3.3, upon the written request of Registrable Securities equal to the proportion which the majority any of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-OffMajority Stockholder, TPG, Silver Lake or August (a "Demand Party") may request requesting that the Company to Register any effect the registration under the Securities Act of all or all part of their such Demand Party's Registrable Securities (a "Demand NoticeRegistration"). ) and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to the Managing Registration Rights Holders (each of such Managing Registration Rights Holders will notify each of the Permitted Transferees of such Managing Registration Rights Holder that holds Registrable Securities) and other holders of securities entitled to notice of such registration and thereupon will, as expeditiously as reasonably possible, file a registration statement to effect the registration under the Securities Act of: (i) such Registrable Securities which the Company has been so requested to register by the Demand Notices shall be made in writing and Party; (ii) the Registrable Securities of other Registration Rights Holders which the Company has been requested to register by written request given to the Company by the Managing Registration Rights Holders within 14 days after the giving of such written notice by the Company to the Managing Registration Rights Holders (which request shall specify the Holders making amount and intended method of disposition of such securities); all to the Demand Notice, extent necessary to permit the number and type disposition (in accordance with the intended method thereof as aforesaid) of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities such other securities so to be Registered pursuant to a valid Demand Noticeregistered; provided that the Company shall not be required to prepare effect the registration of Registrable Securities (A) at the request of the Majority Stockholder on more than two (2) occasions, (B) at the request of Silver Lake on more than two (2) occasions, (C) at the request of TPG on more than two (2) occasions, or (D) at the request of August on more than one (1) occasion; provided further, that the Company shall not be obligated to file a Registration Statement registration statement relating to any registration request under this Section 2 more than once in any twelve 4.2(a): (121) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt within a period of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) 180 days after the effective date of any other registration statement relating to any registration request under this Section 4.2 or relating to any registration statement referred to under Section 4.1 or Section 4.3 hereof; or (2) if (x) the requested registration pursuant to this Section 4.2 involves a registration on a form other than a Form S-3 (or any successor to Form S-3), and (y) the Registration Rights Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $20,000,000; or (3) if (x) the requested registration pursuant to this Section 4.2 involves an underwritten offering, and (y) the Registration Rights Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $20,000,000; or (4) if the Registration Rights Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $5,000,000; or (5) if with respect thereto the managing underwriter, the SEC, the Securities Act, or the form on which the registration statement is to be filed, would require the conduct of a Special Audit, in which case the filing may be delayed until the completion of such Special Audit (and the Company shall, upon request of TPG, Silver Lake or August, as the case may be, use its commercially reasonable efforts to cause such Special Audit to be completed expeditiously and without unreasonable delay); or (6) if the Company is in possession of material non-public information and the Board determines in good faith that disclosure of such information would not be in the best interests of the Company and its stockholders, in which case the filing of the registration statement may be delayed until the earlier of the second Business Day after such conditions shall have ceased to exist and the 120th day after receipt by the Company of the written request from the Majority Stockholder, TPG, Silver Lake or August, as the case may be, to register Registrable Securities under this Section 4.2(a); or (7) if the Closing Shelf Registration Statement is then effective and available for the sale and distribution of such Demand Party's Registrable Securities in the manner specified in such request. (b) The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 4.2. (c) A registration requested pursuant to this Article IV will not be deemed to have been effected unless the registration statement filed by the Company with the SEC in connection with such registration has been declared effective by the SEC; provided that, if, within 100 days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, then such registration will be deemed not to have been effected. (d) If a requested registration pursuant to this Section 4.2 involves an underwritten offering and regardless of whether the Company is registering any securities therein, the Board shall have the right to select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter. (e) If a requested registration pursuant to this Section 4.2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be reasonably likely to have an adverse effect on the Holders party price, timing or distribution of the securities offered in such offering, then the Company will include in such registration such number of Registrable Securities requested to be included in such registration which, in the Demand Notice could have opinion of such managing underwriter, can be sold without having the adverse effect referred to above, which number shall be allocated pro rata among all such holders of Registrable Securities requesting to be included their in such registration based on the relative number of Registrable Securities then held by each such holder of Registrable Securities; (ii) . In the event that the number of Registrable Securities and Shares of other holders, in each case entitled to registration rights with respect to such Shares requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold, the Company may delay include in such registration securities it proposes to sell for its own account up to the effectiveness number of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that securities that, in the good faith judgment opinion of the Company's board of directors it would underwriter, can be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementsold.

Demand Registration. 2.1 After (a) Subject to the earlier of (i) the first anniversary of the date conditions of this AgreementSection 2.2, (ii) if the consummation of an IPO or (iii) Company shall receive a Spin-Off or Hostile Change in Control at any time, written request from the Holders of at least more than fifty percent (50%) of the Registrable Securities then outstanding (the "INITIATING HOLDERS") that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities having an aggregate offering price to the public in excess of $10,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities then that the Holders request to be registered. Notwithstanding any provision herein to the contrary, (i) one hundred percent (100%) of the ZoneNetwork Registrable Securities held by parties to this Agreement (each Holder of ZoneNetwork Registrable Securities, and each such Holder's permitted transferees or assignees, shall not be included in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriterthen outstanding for the purposes of this Section 2.2(a) until the date six (6) months from the date of the Original Investors' Rights Agreement, and if sothereafter fifty percent (50%) of the ZoneNetwork Registrable Securities held by each Holder of ZoneNetwork Registrable Securities, the underwriters nameand each such Holder's permitted transferees or assignees, address, telephone number and contact person. The Company will prepare and file a Registration Statement shall not be included in accordance with Section 4 for the Registrable Securities to then outstanding until the date twelve (12) months from the date of the Original Investors' Rights Agreement and (ii) one hundred percent (100%) of the Golf.xxx Xxxistrable Securities held by each Holder of Golf.xxx Xxxistrable Securities, and each such Holder's permitted transferees or assignees, shall not be Registered pursuant to a valid Demand Noticeincluded in the Registrable Securities then outstanding for the purposes of exercising the demand rights set forth in this Section 2.2(a) until the date six (6) months from the date hereof, and thereafter fifty percent (50%) of the Golf.xxx Xxxistrable Securities held by each Holder of Golf.xxx Xxxistrable Securities, and each such Holder's permitted transferees or assignees, shall not be included in the Registrable Securities then outstanding for the purposes of exercising the demand rights set forth in this Section 2.2(a) until the date twelve (12) months from the date hereof; provided that the Company restrictions set forth in this sentence shall not be required interpreted to prepare or file limit the ability of any Holder of Golf.xxx Xxxistrable Securities from exercising their rights pursuant to Section 2.3 hereunder. (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a Registration Statement under part of their request made pursuant to this Section 2 more than once in 2.2 or any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations request pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, 2.3 or 2.4 and the Company shall deliver include such information in the written notice referred to all Holders that, pursuant to a Demand Noticein Section 2.4(a). In such event, the Company will prepare and file a Registration Statement. Any right of any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's its Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statement.such

Demand Registration. 2.1 After (a) If the Company shall receive a request (each such request, an “Investor Request” and each requesting Investor, the “Requesting Investor”) from either (i) the Holders of a majority of the Series D Shares, Series C-2 Shares, Series C-1 Shares and Series C Shares, together as a single class on an as-converted basis, at any time after the earlier of (ix) 60 days after the first anniversary Initial Closing and (y) 180 days after the completion of the date of this Agreementan Initial Public Offering, or (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares Series B Shares, together as a single class on an as-converted basis, at least 180 days after the completion of Common acquired pursuant an Investor Request initiated by the Holders referred to in (i), in each case, that the Company file a registration statement under the Securities Act with respect to the Subscription Agreement bears proposed sale by such Requesting Investor of all or part of the Registrable Securities owned by such Requesting Investor. Promptly after receipt of the Investor Request, the Company shall, subject to Section 14, give written notice (the “Notice of Investor Request”) of such Investor Request to all Holders and, subject to the limitations of Section 2(c) below, shall file (as expeditiously as practicable and in any event within sixty (60) days of its receipt) and use its best efforts to effect, a registration statement under the Securities Act with respect to all Registrable Securities at that the time Holders request to be registered (such requesting Holders together with the Requesting Investors, the “Registering Shareholders”) within ten (10) business days of the Spin-Off) may request receipt the Company to Register any or all applicable Holder of their Registrable Securities the Notice of Investor Request (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement delivered in accordance with Section 4 for 22) ; provided, however, that no Investor Request shall be effected from Holders referred to in clause (ii) above if the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included by all Registering Shareholders in such Investor Request are less than $20,000,000 (unless such Registrable Securities identified in the Investor Request constitute all remaining Registrable Securities held by the Registering Shareholders). All requests made pursuant to this Section 2(a) will specify the aggregate number of the Registrable Securities to be Registered registered and will also specify the intended methods of disposition thereof. (b) If the Requesting Investors intend to distribute the Registrable Securities covered by their written request by means of an underwriting, they shall so advise the Company as a part of their Investor Request and the Company shall include such information in the Notice of Investor Request. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. The Holders of a majority in interest of the Registrable Securities participating in the underwriting, in consultation with the Company, shall select the managing underwriter or underwriters in such underwriting. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 5(f)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected; provided, however, that (i) no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder, and (ii) each Holder shall be required to deliver all questionnaires, powers of attorney, escrow and custody agreements, legal opinions and other documents customarily required under the terms of such underwriting agreement. Notwithstanding any other provision of this Section 2, if the underwriter advises the Company and the Requesting Investor that, in its view, the number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority order listed below, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the Registering Shareholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among the Registering Shareholders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each); and (ii) second, all Registrable Securities proposed to be registered by the Company. (c) The Company shall be obligated to effect only eight (8) registrations pursuant to a valid Demand Notice; provided an Investor Request under Section 2 (it being understood that the Holders of a majority of the Series D Shares, Series C-2 Shares, Series C-1 Shares and Series C Shares, together as a single class on an as-converted basis, shall be entitled to request six (6) such registrations and the Holders of a majority of the Series B Shares, together as a single class on an as-converted basis, shall be entitled to request two (2) such registrations); provided, however, that in each case the Company shall be obligated to effect as many registrations as may be requested by Holders of Registrable Securities pursuant to any Investor Request in the event and so long as registration pursuant to Form S-3 or any similar “short-form” registration statement is available. The Company shall not be required obligated to prepare effect, or file a Registration Statement under this to take any action to effect, any registration pursuant to Section 2 more than once in any 3 if the Company has effected two registrations pursuant to Section 3 within the twelve (12) month period, more than twice after an IPO or more than three period immediately preceding the date of such request. (3d) times in total. Registrations pursuant to Demand Notices are subject At any time prior to the further limitations set forth in Section 2.3effective date of the registration statement relating to an Investor Request, the Requesting Investor may revoke such request for a registration, without liability to any of the other Holders, by providing a notice to the Company revoking such request. 2.2 Within ten (10e) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval A registration under this Section 2 shall not be unreasonably withheld. In deemed to have occurred: (i) unless the event registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least 180 days (or such shorter period in which all Registrable Securities of the Holders included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a registration pursuant to an Investor Request if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the underwriter limits SEC or other governmental agency or court, or (2) less than sixty-six and two-thirds percent (662/3%) of the Registrable Securities included in such registration statement have been sold thereunder; or (ii) if the number of Registrable Securities of the Requesting Shareholders included in the registration statement is reduced in accordance with Section 2(b) such that less than sixty-six and two-thirds percent (662/3%) of the Registrable Securities of the Registering Shareholders sought to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holderssuch registration are included. 2.3 Registrations under this Section 2 are subject to (f) Notwithstanding the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2 a certificate signed by its president the Company’s chief executive officer stating that in the good faith judgment of the Company's ’s board of directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement 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 Registration Statement to be effected at such timeCompany; and (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 need not prepare unable to comply with requirements under the Securities Act or file a Registration Statement pursuant Exchange Act, then the Company shall have the right to a Demand Notice if it is then preparing a Registration Statement in connection defer taking action with an underwritten public offering of Company securitiesrespect to such filing, and the Company may delay the any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of such Demand Notice until one hundred eighty not more than sixty (18060) days after the effective date request of the Requesting Investors is given; provided, however, that the Company may not invoke this right more than twice 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 other stockholder during such Registration Statementperiod.

Demand Registration. 2.1 After (a) At any time from and after 180 days following the earlier Effective Date and subject to Sections 2(c) and 2(d) hereof, after receipt of a written request from a Holder (ithe "INITIATING DEMAND HOLDER") requesting that the first anniversary Company effect a registration (a "DEMAND REGISTRATION") under the Securities Act covering all or part of the Registrable Securities held by such Holder, which specifies the intended method or methods of disposition thereof, the Company shall promptly notify all Holders in writing of the receipt of such request and each such Holder, in lieu of exercising its rights under Section 3 hereof, may elect (by written notice sent to the Company within twenty (20) days from the date of this Agreement, (iisuch Holder's receipt of the aforementioned Company's notice) the consummation to have all or part of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all such Holder's Registrable Securities then held by parties included in such registration thereof pursuant to this Agreement (or Section 2, and such Holder shall specify in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of such notice the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests such Holder elects to include in such registration. Thereupon the Company shall, as expeditiously as is reasonably possible, file with the SEC and use commercially reasonable efforts to cause to be Registereddeclared effective, whether a registration statement (a "DEMAND REGISTRATION STATEMENT") relating (subject to Section 2(b) hereof) to all of the Registrable Securities will which the Company has been so requested to register by such Holders ("PARTICIPATING DEMAND HOLDERS") for sale, to the extent required to permit the disposition (in accordance with the intended method or methods thereof, as aforesaid) of the Registrable Securities so registered, PROVIDED, HOWEVER, that the aggregate number of Registrable Securities requested to be registered by all Participating Demand Holders shall be, subject to Section 2(b) below, at least the greater of (a) five percent (5%) of the Common Shares issued and outstanding on the Effective Date, and (b) an aggregate value of $100,000,000, based on the closing trading price of the Common Shares on the date the demand to file such Demand Registration Statement is made. (b) If the Initiating Demand Holder so requests that the offering be underwritten with a managing underwriter (which shall be selected in the manner set forth in Section 12 below) and such managing underwriter of such Demand Registration advises the Company in writing that, in its opinion, the number of Securities to be included in such offering is greater than the total number of Securities which can be sold through an underwritertherein without having a material adverse effect on the distribution of such Securities or otherwise having a material adverse effect on the marketability thereof (the "MAXIMUM NUMBER OF SECURITIES"), and if so, then the underwriters name, address, telephone Company shall include in such Demand Registration the Registrable Securities that the Participating Demand Holders have requested to be registered thereunder only to the extent the number and contact personof such Registrable Securities does not exceed the Maximum Number of Securities. The Company will prepare shall include such Registrable Securities in a Demand Registration even if the Maximum Number of Securities is less than the threshold set forth in Section 2(a) above. If such amount exceeds the Maximum Number of Securities, the number of Registrable Securities included in such Demand Registration shall be allocated among all the Participating Demand Holders on a PRO RATA basis, unless any of the Participating Demand Holders otherwise agree between or among themselves and file notify the Company in writing of such agreement. If the amount of such Registrable Securities does not exceed the Maximum Number of Securities, the Company may include in such Registration any other Securities of the Company, and then other Securities held by other security holders of the Company, on a Registration Statement PRO RATA basis if necessary, in accordance an amount which together with Section 4 for the Registrable Securities included in such Demand Registration shall not exceed the Maximum Number of Securities. (c) The following Shareholders shall be entitled to be Registered the following number of registrations of Registrable Securities pursuant to this Section 2: the Xxxxxxxx Shareholders collectively - 3, Xxxx Atlantic - 6, KIN - 2, Marubeni - 1, and AIF - 1. All Holders who are assignees or transferees of one of such Shareholders, or assignees or transferees of an assignee or transferee of one of such Shareholders shall collectively be entitled to such number of registrations pursuant to this Section 2 as the original Shareholder Holder of the relevant Registrable Securities was entitled pursuant to this Section 2(c), less any registrations demanded prior to the date such Person becomes a valid Holder hereunder. None of R Xxxxx, H Xxxxx, Spinconsult, GE or AT&T are entitled to any registrations of Registrable Securities pursuant to this Section 2. Each Shelf Registration pursuant to Section 4 hereof shall be deemed one Demand Notice; provided that Registration pursuant hereto. (d) Notwithstanding anything to the contrary contained herein, the Company shall not be required to prepare or and file a (i) more than one (1) Demand Registration Statement under this Section 2 more than once Agreement in any twelve (12) six-month period, more or (ii) any Demand Registration Statement within ninety (90) days following the date of effectiveness of any Registration Statement (other than twice after an IPO or more than three a Shelf Registration Statement). (3e) times in total. Registrations A Demand Registration requested pursuant to Section 2(a) hereof shall not be deemed to have been effected with respect to any Participating Demand Notices are subject Holder that is not able to register and sell at least 80% of the further limitations set forth amount of Registrable Securities requested to be included on behalf of such Holder in Section 2.3such registration. 2.2 Within ten (10f) days from A Participating Demand Holder may withdraw its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant request with respect to a Demand Notice, Registration at any time prior to the effective date of the Demand Registration Statement relating thereto by providing to the Company will prepare and file a written notice. Upon any such withdrawal, if the Company determines not to otherwise continue with such Registration Statement. Any Holder who was not a party to Statement for the Demand Notice may, within ten (10) days from receipt purpose of registering Common Shares of the Company's notice, request another Holder or another shareholder of the Company Company, the withdrawing Participating Demand Holder shall be obligated, pro rata with any other withdrawing Participating Demand Holder, to include reimburse the Holder's Registrable Securities Company, within 20 days of the date of the written notice of withdrawal, for all Expenses (as defined in Section 12 below) incurred by the Company, in connection with such withdrawn Demand Registration Statementthat would not otherwise have been incurred by the Company. If Any such withdrawn Demand Registration shall be counted with respect to such Holder for purposes of Section 2(c) hereof as a completed Demand Registration, unless such withdrawal was the Holders result of a change in market conditions that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in would materially adversely effect the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have amount and/or price of the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Demand Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statement.

Demand Registration. 2.1 After the earlier of (i) the first anniversary of the date of this Agreement, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at At any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties time and from time to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within commencing one hundred and eighty (180) days after the effective date consummation of an Initial Public Offering upon written notice to the Corporation (a “Demand Notice”) delivered by a Qualified Holder or Qualified Holders requesting that the Corporation effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) of any or all of the Registrable Securities held by such Qualified Holder(s), the Corporation shall promptly (but in any event, not later than five (5) Business Days following the Corporation’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a “Demand Eligible Holder”). The Corporation shall use its commercially reasonable efforts to, within forty-five (45) days following the receipt of such Demand Notice (subject to compliance with any applicable covenants in any underwriting agreement for a previous registration effected under this Section 6(a) or under Section 6(b)), file the appropriate Registration Statement filed (the “Demand Registration Statement”) subject to Section 6(a)(ii) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Corporation has been so requested to register by the Company Qualified Holder(s) in which the Demand Notice, (B) all other Registrable Securities of the same class or series as those requested to be registered by the Qualified Holder(s) that the Corporation has been requested to register by the Demand Eligible Holders party by written request (the “Demand Eligible Holder Request”) given to the Corporation within twenty (20) days following the receipt of the Corporation’s written notice of the receipt of the Demand Notice could have included their and (C) any Registrable Securities; Securities to be offered and sold by the Corporation, in each case subject to Section 6(a)(iv), all to the extent required to permit the disposition (iiin accordance with the intended methods of disposition) of the Company may delay Registrable Securities to be so registered. Notwithstanding anything in this Section 6 to the contrary, the Corporation shall not be obligated to (I) effect more than one (1) Demand Registrations in any six (6)-month period, (II) effect any Demand Registration within ninety (90) days from the date of effectiveness of a Demand Notice for a period of not more than six months after receipt of Registration Statement or (III) comply with a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for extent the Registration Statement to be effected at such time; and Corporation has already complied with five (iii5) the Company need not prepare or file a Registration Statement Demand Notices pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementterms hereof.

Demand Registration. 2.1 After (a) The Company shall, for the earlier benefit of the Holder, on up to three occasions: (i) Following a demand (a “Demand”) by the first anniversary Holder to register all or a portion of the date of this AgreementRegistrable Securities, use commercially reasonable efforts to file with the SEC a Demand Registration Statement relating to the offer and sale (ii) the consummation of an IPO or (iii) including, without limitation, through a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%Registered Hedge) of all such Registrable Securities then held by parties or on behalf of the Holder from time to this Agreement (or time or, in the case of a Spin-Off Registered Hedge, on a continuous basis; provided, however, that, in the percentage case of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Noticean underwritten offering, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required have an obligation to prepare or file effect a Demand Registration Statement unless (x) in the case of the first Demand Registration effected under this Section 2 more than once 2.2, such Demand relates to at least 10,000,000 Registrable Securities (as adjusted for any stock split, reclassification, recapitalization or other similar event by the Company), and (y) in the case of any twelve (12) month periodsubsequent Demand Registration effected under this Section 2.2, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to such Demand Notices are subject relates to the further limitations set forth greater of (I) 5,000,000 Registrable Securities (as adjusted for any stock split, reclassification, recapitalization or other similar event by the Company) or (II) Registrable Securities having a market value (calculated by the last sale price on the date on which the Demand is made by the Holder) of at least $60,000,000 and provided, further, that, in Section 2.3. 2.2 Within ten (10) days from its receipt the case of a valid Demand NoticeBlock Trade, the Company shall deliver written notice not have an obligation to all Holders that, pursuant to effect a Demand NoticeRegistration unless such demand relates to at least 2,000,000 Registrable Securities (as adjusted for any stock split, reclassification, recapitalization or other similar event by the Company). (ii) Use its commercially reasonable efforts to keep the Demand Registration Statement continuously effective, other than during Black-out Periods, in order to permit the Prospectus forming part thereof to be usable by Holder, in the case of an underwritten offering, for a period of 180 days or, in the case of a Block Trade, for a period of 30 days from the date the Demand Registration Statement is declared effective by the SEC. Notwithstanding anything to the contrary, in the case of a Demand Registration with respect to an underwritten offering, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve initiate, on only one occasion, a Take-Down pursuant to such Demand Registration (but may sell the Registrable Securities registered in the Demand Registration in connection with the Registered Hedge but not sold in a Registered Hedge pursuant to such Demand Registration Statement in a non-underwritten offering). (iii) Notwithstanding any underwriterother provisions hereof, use commercially reasonable efforts to ensure that (i) any Demand Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Demand Registration Statement and any amendment thereto does not, when it becomes effective, 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 and (iii) any Prospectus forming part of any Demand Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. (b) The Holder may not make a Demand (i) prior to the one year anniversary of the Closing Date, (ii) in the case of an underwritten offering (and in the case of a Block Trade, if requested by the managing underwriter of an underwritten offering), within 180 days after the date a Demand Registration Statement relating to a previous Demand for an underwritten offering was declared effective by the SEC or (iii) with respect to Registrable Securities covered by a then effective Registration Statement. (c) A registration will not count as a Demand Registration unless it has become effective, except if it has been withdrawn at the request of the Holder, in which case, it shall count as a Demand Registration. In the event that the Holder withdraws a request for a Demand Registration, the Holder may reacquire such Demand Registration (such that the withdrawal will not count as a Demand hereunder) if the Holder reimburses the Company for any and all Registration Expenses actually incurred by the Company in connection with such request for a Demand Registration. (d) The offering of Registrable Securities pursuant to an Automatic Registration or a Demand Registration shall be, in the sole discretion of the Holder, in the form of a “firm commitment” underwritten offering, pursuant to a Block Trade or, in the case of a Registered Hedge, in the manner set forth in the Automatic Registration Statement or Demand Registration Statement. The Holder shall have the right to select the managing underwriters to be used in connection with any underwritten offering under this Section 2.2(d), subject to the approval of the Company, which approval shall not be unreasonably withheld. In As used in this Agreement, the event that the underwriter limits the number term “underwritten offering” shall include a transaction in which an investment bank or Affiliate thereof sells shares (including, without limitation, short sales) of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement Common Stock pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, order to hedge its economic exposure to a derivative transaction entered into between the Holder and the Company may delay the effectiveness of such Demand Notice until one hundred eighty investment bank or Affiliate thereof (180) days after the effective date of such Registration Statementa “Registered Hedge”).

Demand Registration. 2.1 After (a) If at any time after the earlier filing of the Initial Registration Statement, the Company receives a request from Holder of Additional Registrable Securities then outstanding (an “Initiating Holder”) that the Company file a Registration Statement with respect to outstanding Additional Registrable Securities of such Initiating Holder not already covered by an existing Registration Statement, then the Company shall, (i) within ten (10) days after the first anniversary date such request is given, give notice to all Holders other than the Initiating Holder, and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given, file a Form S-3 registration statement under the Securities Act (except if the Company is then ineligible to register for resale of the Additional Registrable Securities on Form S-3, in which case such registration shall be on such other form available to the Company to register for resale of the Additional Registrable Securities as a secondary offering) subject to the provisions of Section 3(d) covering all Additional Registrable Securities requested to be included in such registration by the Initiating Holder and any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the notice pursuant to clause (i) above is given, and in each case, subject to the limitations of Sections 3(b) and (c). Upon the request of any Holder that Additional Registrable Securities be registered pursuant to this Section 3(a), all such Additional Registrable Securities shall thereafter be Registrable Securities for all purposes under this Agreement. (b) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 3 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such Registration Statement to either become effective or remain effective for as long as such Registration Statement 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 consummation of an IPO 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 Spin-Off or Hostile Change in Control at any time, Holders period of at least fifty percent not more than ninety (50%90) of all Registrable Securities then held by parties to this Agreement (or in days after the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority request of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand NoticeInitiating Holder is given; provided, the number and type of Registrable Securities that each requests to be Registeredhowever, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall may not be required to prepare or file a Registration Statement under invoke this Section 2 right more than once in any twelve (12) month period, more than twice after an IPO or more than three ; and provided further that (3x) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than pursuant to a Demand Notice, registration relating to the sale of securities to employees of the Company will prepare and file or a Registration Statement. Any Holder who was subsidiary pursuant to a stock option, stock purchase, or similar plan; (y) a registration on any form that does not a party to include substantially the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any same information as would be required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in a registration statement covering the offering to fewer than sale of the number that has been requested for Registration, then each Holder's Additional Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: Securities; or (iz) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company registration in which the Holders party only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. (c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 3(a) during the Demand Notice could have included their Registrable Securities; period that is thirty (ii30) days before the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the Company’s good faith judgment estimate of the Company's board date of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securitiesfiling of, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective ending on a date of such Registration Statement.that is ninety

Demand Registration. 2.1 After (a) At any time after June 1, 1998, the earlier Holders shall have the right to request (each such request, a "Registration Demand") that the Company file a registration statement under the Securities Act in respect of all or any portion of such Holder's Eligible Securities; provided that if any Holders shall request that a portion, but not all, of its Eligible Securities be registered in accordance with this Section 7.1 (iincluding a requested Takedown pursuant to subsection (c)(ii) the first anniversary below), such portion shall include not less than two hundred and fifty thousand (250,000) shares of Eligible Common Stock (or such lesser number of such shares having a market valuation of at least $5,000,000 as of the date the Registration Demand is made, based on the Closing Price on such date). A Registration Demand shall specify the number of this Agreementshares of Eligible Common Stock (and, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off Registration Demand by the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand NoticeInitial Holder, the number and type of Registrable Securities Warrants) that each requests such Holder proposes to sell in the offering. If no Shelf Registration Statement shall be Registered, whether effective as of the Registrable Securities will be sold through an underwriter, and if sodate of the Registration Demand, the underwriters namedemanding Holders may elect to register such Eligible Securities in accordance with either Section 7.1(c)(i) or Section 7.1(d). If a Shelf Registration Statement shall be effective as of the date of the Registration Demand, address, telephone number and contact personthen all demanding Holders shall be deemed to have elected to register their Eligible Securities pursuant to Section 7.1(c)(ii). The Holders may make in the aggregate two (2) Registration Demands pursuant to Sections 7.1(c)(i) and 7.1(d) and four (4) Registration Demands per year pursuant to an existing Shelf Registration Statement pursuant to Section 7.1(c)(ii) for which the Company will prepare pay and file a Registration Statement bear all costs and expenses in accordance with Section 4 8.3 and thereafter the Holders may make an unlimited number of Registration Demands for which such requesting Holders shall pay and bear all costs and expenses. (b) Upon receipt of a Registration Demand (other than a Takedown), the Registrable Securities Company shall give written notice thereof to be Registered pursuant all of the other Holders at least thirty (30) days prior to the initial filing of a valid Demand Notice; provided Registration Statement relating to such Registration Demand. Each of the other Holders shall have the right, within twenty (20) days after the delivery of such notice, to request that the Company shall not be required to prepare include all or file a portion of such Holder's Eligible Securities in such Registration Statement. Upon receipt of a Registration Statement under this Section 2 more than once in any twelve (12) month periodDemand that is a Takedown, more than twice after an IPO or more than a representative of the selling holders shall give written notice thereof to all of the other Holders at least three (3) times Business Days prior to the initial filing of a prospectus relating to such Registration Demand. Each of the other Holders shall have the right, within one (1) Business Day after the delivery of such notice, to request that the Company include all or a portion of such Holder's Eligible Securities in total. Registrations such Registration Statement. (i) As promptly as practicable and in no event later than sixty (60) days after the Company receives a Registration Demand electing to register Eligible Securities pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten this paragraph (10) days from its receipt of a valid Demand Noticec), the Company shall deliver written notice to file under the Securities Act a "shelf" registration statement (the "Shelf Registration Statement") providing for the registration and the sale on a continuous or delayed basis of all Holders thatthe Eligible Securities, pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the SEC (the "Shelf Registration"). The Company agrees to use its reasonable best efforts to cause such Shelf Registration Statement to become or be declared effective as soon as practicable but no later than 75 calendar days after the filing (the "75 Day Effective Date") and to keep such Shelf Registration continuously effective for a period ending on the occurrence of the earlier of: (x) the third anniversary of such Registration Demand Noticeand (y) notification by all of the requesting Holders that such Holders have sold all of the Eligible Securities owned by them. The Company further agrees to supplement or make amendments to the Shelf Registration Statement and the prospectus included therein (x) as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period set forth in the previous sentence and (y) as may be required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or rules and regulations thereunder for shelf registration. The Company agrees to furnish to the Holders of the securities registered thereby copies of any such supplement or amendment (but excluding any periodic reports required to be filed with the SEC under the Exchange Act of 1934) so that the Initial Holder, or if the Initial Holder is no longer a Holder, the Holders, through the Representative(s), have a reasonable opportunity to comment thereon prior to its being used and/or filed with the SEC. (ii) As promptly as practicable after the Company receives a Registration Demand from a Holder or Holders pursuant to which a Holder is deemed to have elected to register Eligible Securities pursuant to an existing Shelf Registration Statement (a "Takedown"), the Company will prepare and shall, subject to the Takedown Blackout Period described below, file a Registration Statement. Any Holder who was not a party Prospectus with the SEC and otherwise comply with the Securities Act and all rules, regulations and instructions thereunder applicable to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheldTakedown. In the event that no Prospectus or other filing is required nor any other action necessitating the underwriter limits Company's participation is required to effect a sale of Eligible Securities pursuant to an effective Shelf Registration Statement filed pursuant to Section 7.1(c)(i), each selling Holder agrees to provide the number Company with at least three (3) Business Days' notice of Registrable the proposed sale (which may or may not include the amount of Eligible Securities to be included in registered) pursuant to the offering to fewer than effective Shelf Registration Statement; provided, however, that the number that has been requested for RegistrationCompany shall, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to Section 7.3(g), have the following limitationsright to postpone any such sale whether before or after the filing of the applicable Prospectus or Shelf Registration Statement for a reasonable period of time not to exceed ninety (90) days (a "Takedown Blackout Period") if: (i) the Company need determines in its good faith judgment that it would, in connection with such sale, be required to disclose in such Registration Statement (or any prospectus supplement to be used in connection therewith) information not prepare otherwise then required by law to be publicly disclosed and (ii) either (x) in the good faith judgment of the Board of Directors of the Company, such disclosure would adversely affect any material corporate development or file business transaction contemplated by the Company or (y) the Company has a bona fide purpose for preserving as confidential such information; provided further that the Takedown Blackout Period shall earlier terminate upon the completion or abandonment of the relevant corporate development or business transaction or upon public disclosure by the Company or public disclosure by the Company or public admission by the Company of such information specified in (i) above. (d) As promptly as practicable and in no event later than sixty (60) days after the Company receives a Registration Statement Demand electing to register Eligible Securities pursuant to this Section 7.1(d), the Company shall file with the SEC a Demand Notice within Registration Statement, on any form that shall be available and appropriate for the sale of the Eligible Securities in accordance with the intended method of distribution thereof. The Company shall include in such Registration Statement all of the Eligible Securities of such requesting Holders that such Holders have requested to be included therein pursuant to Sections 7.1(a) and 7.1(b); provided, however, that, if the requested registration involves an underwritten offering, the Eligible Securities to be registered may be reduced if the managing underwriter delivers a notice (a "Cutback Notice") pursuant to Section 7.1(g). The Company shall use its reasonable best efforts to cause each such Registration Statement to be declared effective (and to obtain acceleration of such effectiveness) as soon as practicable but no later than 75 days after filing such Registration Statement and to keep such Registration Statement continuously effective and usable for resale of such Eligible Securities, for a period of one hundred eighty (180) days after from the date on which the SEC declares such Registration Statement effective date or such shorter period as is necessary to complete the distribution of the securities registered thereunder. (e) The Initial Holder or, if the Initial Holder is not a selling holder, the Representative(s) shall determine the method of distribution of Eligible Securities pursuant to a Registration Demand. (f) If a Registration Demand involves an underwritten offering, the investment banker or investment bankers and manager or managers that will administer such offering will be selected by the Initial Holder or, if the Initial Holder is not a selling holder, the Representative(s); provided that the Persons so selected shall be reasonably satisfactory to the Company. (g) In the event that the proposed offering is an underwritten offering and includes securities to be offered for the account of the Company (the "Company Shares"), the provisions of this Section 7.1(g) shall be applicable if the managing underwriter delivers a Cutback Notice stating that, in its opinion, the aggregate number of shares of Eligible Common Stock, plus the Company Shares proposed to be sold therein, exceeds the maximum number of shares specified by the managing underwriter in such Cutback Notice that may be distributed without adversely affecting the price, timing or distribution of the Common Stock being distributed. If the managing underwriter delivers such Cutback Notice, the number of shares of Eligible Common Stock requested to be registered and Company Shares shall be reduced in the following order until the number of shares to be offered has been reduced to the maximum number of shares specified by the managing underwriter in the Cutback Notice: first, the Company Shares and second, the Eligible Common Stock in proportion to the respective number of shares of Eligible Common Stock that each Holder has requested to be registered. (h) The Company will pay all Registration Expenses (as set forth in Section 8.3) in connection with a registration under this Section 7.1. (i) No Registration Demand (other than a Takedown) may be made until the expiration of six (6) months following the completion of the distribution of the securities registered under any Registration Statement that has been filed by and has become effective pursuant to a prior Registration Demand. (j) A Registration Demand will not be deemed satisfied (and will not count for purposes of the Company limitations in which the Holders party to the Demand Notice could have included their Registrable Securities; Section 7.1(a)) (iii) the Company may delay the effectiveness of unless a Demand Notice registration statement with respect thereto has become effective and has been kept continuously effective for a period of not more than six months at least 180 days (or such shorter period which shall terminate when all Eligible Securities covered by such registration statement have been sold), (ii) if, after receipt of a Demand Notice in it has become effective, such registration is interfered with by any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment stop order, injunction or other order or requirement of the Company's board of directors it would be detrimental SEC or other governmental agency or court for any reason not attributable to the Company for the Registration Statement to be effected at selling holders participating in such time; registration and has not thereafter become effective, or (iii) if the Company need not prepare conditions to closing specified in the relevant underwriting or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement agency agreement entered into in connection with an underwritten public such offering are not satisfied or waived, other than by reason of Company securities, and the Company may delay the effectiveness a breach of such Demand Notice until one hundred eighty (180) days after agreement by the effective date selling holders participating in such offering or wilful failure on the part of the selling holders participating in such Registration Statementoffering.

Demand Registration. 2.1 After (a) At any time after 180 days after the earlier IPO each of (i1) the first anniversary Riverwood Entities (acting as a group), (2) the FTV Entities (acting as a group), (3) WPP and (4) the Founders (acting as a group) (such Shareholders identified in clauses (1) through (4), the “Registration Rights Holders”) may each notify the Company that they intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities in the manner specified in such request (the “Demand Request”). In addition, any two of the date Registration Rights Holders, acting together, may notify the Company of this Agreementone additional Demand Request. No later than twenty (20) days after receipt of such Demand Request, the Company shall promptly deliver notice of such request to all other Shareholders holding Registrable Securities who shall then have thirty (ii30) days to notify the Company in writing of their desire to be included in such registration. If the Demand Request contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Person to participate in such registration shall be conditioned upon such Person’s participation in such underwritten public offering and the inclusion of such Person’s Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its commercially reasonable efforts to expeditiously effect (but in any event no later than 180 days after the receipt of the Demand Request) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) registration of all Registrable Securities then held by parties to this Agreement (or whose holders request participation in such registration under the case of a Spin-Off the percentage of Registrable Securities equal Act, but only to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made extent provided for in writing and shall specify the Holders making the Demand Noticethis Section 2.1; provided, the number and type of Registrable Securities that each requests to be Registeredhowever, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file effect registrations pursuant to a Registration Statement request under this Section 2.1 more than five times, one by each of (1) the Riverwood Entities (acting as a group), (2) the FTV Entities (acting as a group), (3) WPP and (4) the Founders (acting as a group) and one by any two of (1) the Riverwood Entities (acting as a group), (2) the FTV Entities (acting as a group), (3) WPP and (4) the Founders (acting as a group). Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty and twenty (180120) days after the effective date of any Registration Statement a registration statement filed by the Company covering a firm commitment underwritten public offering (subsequent to the IPO) in which the holders of Registrable Securities shall have been entitled to join and in which there shall have been effectively registered a majority of the Registrable Securities as to which registration shall have been requested. A registration will not count as a requested registration under this Section 2.1(a) unless and until the registration statement relating to such registration has been declared effective by the Commission at the request of the initiating Shareholders; provided, however, that a majority in interest of the participating holders of Registrable Securities may request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2.1(a) but has not yet been declared effective, and a majority in interest of such holders may thereafter request the Company to reinstate such registration statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein and without reduction in the number of demand registrations permitted under this Section 2.1(a). (b) If a requested registration involves an underwritten public offering and the managing underwriter of such offering determines in good faith that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, that the shares to be excluded shall be determined in the following order of priority: (i) securities to be registered by the Company pursuant to such registration statement shall be the first to be reduced or excluded, (ii) Registrable Securities of Shareholders requesting to have their securities included in the demand registration statement filed by the Company in which compliance with the Holders party Demand Request shall be the second to be reduced or excluded, and (iii) Registrable Securities of the Shareholders initiating the Demand Request shall be the last to be reduced or excluded. If there is a reduction of the number of Registrable Securities pursuant to clause (iii), such reduction shall be made in proportion (as nearly as practicable) to the number of Registrable Securities owned by the Shareholders initiating the Demand Notice could have Request, and, if such reduction exceeds 25% of the Registrable Securities of Shareholders requested to be included their Registrable Securities; in such offering, then the registration shall not cause a reduction in the number of demand registrations permitted under Section 2.1(a). (c) With respect to a request for registration pursuant to Section 2.1(a) which is for an underwritten public offering, the managing underwriter shall be chosen by the majority of the Registration Rights Holder(s) that made the Demand Request. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable) to become effective within one hundred and twenty (120) days following the effective date of any registration required pursuant to this Section 2.1. (d) The Company will not be obliged to effect any demand registration when (i) the request for registration does not cover that number of common shares with an anticipated gross offering price of at least $10,000,000, or (ii) the Company may delay the effectiveness amount of a Demand Notice for a period of not common shares to be sold in such registration represents more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment 15% of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statement’s share capital.

Demand Registration. 2.1 After the earlier of 3.3.1. At any time (i) beginning six (6) months following the first anniversary closing of the date of this AgreementIPO and until the fifth (5th) anniversary thereafter, or (ii) prior to the consummation passage of six (6) months following the closing of an IPO IPO, subject to the restrictions imposed by the underwriters in connection with the IPO, including pursuant to any “lock-up” agreements (which restrictions may be waived by the underwriters), the Initiating Holders may request in writing that all or part of the Preferred Registrable Shares shall be registered for trading on any securities exchange on which Ordinary Shares are then listed by the Company. Any such demand must request the registration of shares in a minimum amount of five million United States dollars (iii$5,000,000). Within thirty (30) a Spin-Off or Hostile Change in Control at any timedays of the delivery of such written request by the Initiating Holders, the Company shall give written notice of such request to all Holders of at least fifty percent Registrable Shares, and subject to the limitations of this Section ‎3.3, use its reasonable efforts to effect, as promptly as reasonably possible, the registration under the Securities Act of the Preferred Registrable Shares that the Holders as are specified in the Initiating Holders’ request, together with the Registrable Shares of any Holder(s) joining in such request as are specified in a written request received by the Company within fifteen (50%15) days following delivery of the Company’s notice hereunder. 3.3.2. Notwithstanding any other provision of this Section ‎3.3, if the underwriter(s) advises the Company that marketing factors require a limitation of the number of Registrable Shares to be underwritten then the Company shall so advise all Holders of Registrable Securities Shares which would otherwise be underwritten pursuant hereto, and the number of Preferred Registrable Shares that may be included in the underwriting shall be allocated to the Holders of such Preferred Registrable Shares so requesting to be registered on a pro rata basis, based on the number of Preferred Registrable Shares then held by parties all such Holders; provided, however, that the number of Preferred Registrable Shares held by the Holders of Preferred Registrable Shares to this Agreement (or be included in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority such underwriting and registration shall not be reduced unless all other securities of the number shares of Common acquired pursuant to Company are first entirely excluded from the Subscription Agreement bears to all underwriting and registration. Any Registrable Securities at the time of the Spin-Off) may request the Company to Register any Shares excluded or all of their Registrable Securities (a "Demand Notice"). Demand Notices withdrawn from such underwriting shall be made in writing and shall specify withdrawn from the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact personregistration. The Company will prepare and file may not cause any other registration of securities for sale for its own account (other than a Registration Statement in accordance with Section 4 for the Registrable Securities registration effected solely to implement an employee benefit plan) to be Registered initiated after a registration requested pursuant to a valid Demand Notice; provided that Section 3.3 and to become effective less than ninety (90) days after the effective date of any registration requested pursuant to Section 3.3. 3.3.3. Notwithstanding to foregoing, the Company shall not be required to prepare or file effect a Registration Statement under registration pursuant to this Section 2 ‎3.3 (i) after the Company has effected two (2) registrations pursuant to this Section ‎3.3, and such registrations have been declared or ordered effective; (ii) within a period of one hundred and eighty (180) days following the effective date of a previous registration; (iii) during the period starting sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of a registration statement pertaining to the Company’s securities (but other than registration relating solely to employee benefit plans on Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a SEC Rule 145 transaction on Form F-4 or similar forms that may be promulgated in the future or that may apply under the laws of the applicable jurisdiction); provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section ‎3.3, an officer’s a certificate signed by the Chief Executive Officer stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its shareholders for such registration statement to be effected at such time, in which event 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 the Initiating Holders; provided that such right to delay a request shall be exercised by the Company no more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statement.

Demand Registration. 2.1 After (a) If the earlier of (i) Company shall receive from the first anniversary of the date of this Agreement, (ii) the consummation of an IPO or (iii) Apollo Investors a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties written request to this Agreement (or in the case of a Spin-Off the percentage register shares of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request Securities, the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for registration statement under the Registrable Securities Act covering the shares so requested to be Registered registered, and shall use its best efforts to cause as expeditiously as possible such registration statement to become effective; provided, however, that the shares of Common Stock for which registration has been requested shall constitute not less than 5% of all of the Apollo Shares (or any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering, including, without limitation, an initial public offering, would exceed $10 million) and the shares of 13.75% Preferred Stock for which registration has been requested shall have a reasonably anticipated aggregate price to the public in excess of $5 million. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of shares of Common and/or 13.75% Preferred Stock shall have been entitled to join pursuant to a valid Demand NoticeSections 3 or 4 of this Agreement and in which there shall have been effectively registered all shares of Common and/or 13.75% Preferred Stock as to which registration shall have been requested. Except as set forth above, there shall be no limit to the number of registrations that may be requested pursuant to this Section 2; provided provided, however, that the Company shall not be required obligated to prepare or file a Registration Statement under register the Common and/or 13.75% Preferred Stock pursuant to this Section 2 on no more than once in one occasion during any twelve (12) six-month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10b) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company Apollo Investors shall have the right to approve any underwriterselect underwriters, if any, from time to time in connection with the sale of Registrable Securities pursuant to this Section 2, subject to the approval of the Company, which approval shall not be unreasonably withheld. In . (c) The Company shall be entitled to include in any registration statement referred to in this Section 2, for sale in accordance with the event that method of disposition specified by the underwriter limits the number Apollo Investors, shares of Registrable Securities Common and/or 13.75% Preferred Stock to be included sold by the Company for its own account, except as and to the extent that, in the offering to fewer than opinion of the number that has been requested for Registration, then each Holder's Registrable Securities managing underwriter (if such method of disposition shall be included in an underwritten public offering), such inclusion would adversely affect the underwriting pro ratasuccessful marketing (including pricing) of the Common and/or 13.75% Preferred Stock to be sold. Except for registration statements on Form X-0, based on X-0 or any successor forms thereto, the total number Company will not file with the Commission any other registration statement under the Securities Act with respect to its Common and/or 13.75% Preferred Stock, whether for its own account or that of Registrable Securities held by other shareholders, from the participating Holders. 2.3 Registrations under date of receipt of a notice from the Apollo Investors pursuant to this Section 2 are subject to until the following limitations: (i) completion of the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment distribution of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementregistration contemplated thereby.

Demand Registration. 2.1 After At any time following the earlier third anniversary of the Closing (the "Demand Period"), TIC and each of S, Alliance and Macronix, may request in writing that all or part of their Registrable Securities be registered under the Securities Act and/or listed so as to be eligible for public trading on any securities exchange on which the Ordinary Shares are otherwise traded (a "Demand"); provided, however, the initiation of such a Demand may not be made by a Holder that holds under 1,500,000 Ordinary Shares, unless such holder has yet to exercise a Demand and jointly initiates a Demand with at least one (1) other Holder that has yet to exercise a Demand provided that (i) the first anniversary Holders included in such joint initiation have aggregate holdings of the date of this Agreementat least 1,500,000 Ordinary Shares, and (ii) all the consummation Holders included in such joint initiation hold under 1,500,000 Ordinary Shares on an individual basis as the result of an IPO or (iii) a Spin-Off or Hostile Change in Control the sale of Ordinary Shares. In addition, at any timetime during the Demand Period, Holders members of the Purchaser Group holding a majority of the Purchaser Group Registrable Securities may jointly initiate an additional Demand. Notwithstanding the foregoing, in the event that, pursuant to Section 5.3 of the Additional Purchase Obligation Agreement, a member of the Purchaser Group that holds at least fifty percent (50%) 800,000 Ordinary Shares does not exercise any of its Additional Purchase Obligations, the right of such member of the Purchaser Group to initiate a Demand shall be accelerated to the tenth day after the date upon which the event giving rise to the right of such member of the Purchaser Group not to exercise the Additional Purchase Obligation occurs. Upon receipt of a Demand of a member or members of the Purchaser Group, the Company will promptly give written notice of such Demand to TIC and to all other members of the Purchaser Group and the Company shall effect the registration of all Registrable Securities then held for which registration has been requested including Registrable Securities which the Company has been requested to register by parties TIC or members of the Purchaser Group by written request given to this Agreement (or in the case Company within 30 days after the giving of such written notice by the Company. The Company shall use its best efforts to have a Demand become effective by the 60th day after a member of the Purchaser Group makes such Demand and, shall keep such Demand effective until the distribution of such Registrable Securities registered pursuant thereto is complete, if underwritten, or, otherwise, for 180 days. Upon receipt of a Spin-Off Demand of TIC, the percentage Company will promptly give written notice of such Demand to all members of the Purchaser Group and the Company shall effect the registration of all Registrable Securities for which registration has been requested including Registrable Securities which the Company has been requested to register by members of the Purchaser Group by written request given to the Company within 30 days after the giving of such written notice by the Company. The Company shall use its best efforts to have a Demand become effective by the 60th day after TIC makes such Demand and, shall keep such Demand effective until the distribution of such Registrable Securities registered pursuant thereto is complete, if underwritten, or, otherwise, for 180 days. 2.2 In the event of a Demand by a member or members of the Purchaser Group in which the registration of Registrable Securities equal to is underwritten and the proportion which managing underwriter of the majority offering advises the members of the Purchaser Group and TIC in writing that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares which the Company may wish to register for its own account or for the account of Common acquired other shareholders of the Company, and then shares held by TIC, and then shares held by the members of the Purchaser Group on a pro rata basis to the number of shares that each member of the Purchaser Group included in the Demand. In the event of a Demand by TIC in which the registration of the Registrable Securities is underwritten and the managing underwriter of the offering advises TIC and the members of the Purchaser Group in writing that marketing factors require a limitation of the number of shares to be underwritten, then there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares which the Company may wish to register for its own account or for the account of other shareholders of the Company, and then shares held by the members of the Purchaser Group on a pro rata basis to the number of shares that each member of the Purchaser Group included in the Demand, and then shares held by TIC. In the event that, following a receipt of a request by the members of the Purchaser Group and/or TIC, as the case may be, as detailed above, the managing underwriter advises the Company that due to marketing factors the shares requested to be registered for trading could not be sold, and accordingly the Company does not effect a registration statement, then such request by the members of the Purchaser Group and/or TIC, as the case may be, shall not be considered a Demand under this Section 2. 2.3 Any registration proceeding begun pursuant to Section 2.1 that is subsequently withdrawn at the Subscription Agreement bears request of the members of the Purchaser Group that initiated such registration proceeding and/or TIC, as the case may be, shall count toward the quota of registration statements which the members of the Purchaser Group and/or TIC, as the case may be, have the right to all Registrable Securities Demand pursuant to Section 2.1; provided, however, that such withdrawn registration shall not be so counted as a Demand if such withdrawal is based upon (a) material adverse information relating to the Company or its condition, business or prospects which is different from that generally known to the member(s) of the Purchaser Group that were to participate in such registration proceeding, in the event of a Demand by a member or members of the Purchaser Group and/or TIC, in the event of a Demand by TIC, as the case may be, at the time of its request or (b) general securities market conditions which are different from that generally known to the Spin-Offmember(s) of the Purchaser Group that were to participate in such registration proceeding, in the event of a Demand by a member or members of the Purchaser Group and/or TIC, in the event of a Demand by TIC, as the case may request be, at the time of its request, provided, in connection with this clause (b), that the member(s) of the Purchaser Group that were to participate in such registration proceeding, in the event of a Demand by a member or members of the Purchaser Group and/or TIC, in the event of a Demand by TIC, as the case may be, reimburse the Company for its expenses incurred in connection with effecting such withdrawn registration. 2.4 The Company may not cause any other registration of securities for sale for its own account (other than a registration of securities to Register be offered to employees, directors or consultants pursuant to a benefit plan on Form S-8 or a registration in connection with a merger, an exchange offer or any acquisition) to be initiated after a registration requested pursuant to Section 2.1 and to become effective less than 180 days after the effective date of the registration requested pursuant to Section 2.1. 2.5 Notwithstanding the other provisions of this Section 2, in the event that at any time during the Demand Period the Company shall receive from a Holder, or all a group of their Holders, a written request that the Company effect a registration on Form F-3 (or any equivalent or successor form) with respect to Registrable Securities (a the "Demand NoticeF-3") where the aggregate net proceeds from the sale of such Registrable Securities equals at least three million United States Dollars (US$3,000,000). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number Company will within twenty (20) days after receipt of any such request, file such registration and type all such qualifications and compliance as may be so requested and as would permit or facilitate the sale and distribution of Registrable Securities that each requests to be Registered, whether all or such portion of the Registrable Securities will be sold through an underwriteras are specified in such request, and use its best efforts to have such registration on Form F-3 effective by the 60th day after the Holder, or group of Holders, make such request and keep such registration on Form F-3 effective until the distribution is complete, if sounderwritten, the underwriters nameor, addressotherwise, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice270 days; provided PROVIDED, HOWEVER, that the Company shall not be obligated to file any such registration, qualification or compliance, pursuant to this Section 2.5 if the Company has, within the 180 day period preceding the date of such request, already effected one (1) registration for a requesting Holder pursuant to this Section 2.5. The Company undertakes that it will use its best efforts to continue to comply with all necessary filings and other requirements so as to maintain its qualification to use Form F-3. 2.6 The Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or effect more than three (3) times registrations initiated by TIC under Section 2.1. The Company shall not be required to effect more than one (1) registration initiated by each of S, Alliance and Macronix under Section 2.1 and one (1) additional registration (the "Additional Registration") jointly initiated by members of the Purchaser Group holding a majority of the Purchaser Group Registrable Securities under Section 2.1. For purposes of clarity, in totalthe event multiple Holders that have yet to exercise a Demand jointly initiate a Demand and each such holder holds under 1,500,000 Ordinary Shares as the result of the sale of Ordinary Shares but together such holders hold at least 1,500,000 Ordinary Shares, such Demand shall be deemed to be a registration initiated on an individual basis by each Holder included in such joint initiation and shall not be considered an Additional Registration. Registrations pursuant to Demand Notices are subject to Concurrent registrations in respect of multiple exchanges shall be construed as a single registration for the further limitations set forth in purposes of this Section 2.32.6. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. 2.7 The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In defer filing a registration statement (a "Registration Deferral") under the event that the underwriter limits the number of Registrable Securities Act pursuant to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice once in any 12-month period if (i) the Board of Directors of the Company furnishes a certificate signed by its president stating shall determine that in the good faith judgment of the Company's board of directors it would be seriously detrimental to the Company for to file such registration statement at the Registration Statement to date the filing would otherwise be effected at such time; and required under this Agreement, or (iiiii) the Board of Directors of the Company determines in good faith that (A) the Company need not prepare is in possession of material, non-public information concerning an acquisition, merger, recapitalization, consolidation, reorganization or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering other material transaction by or of Company securities, and the Company may delay the effectiveness or concerning pending or threatened litigation and (B) disclosure of such Demand Notice until one hundred eighty (180) information would jeopardize any such transaction or litigation or otherwise materially harm the Company. 2.8 A Registration Deferral shall end by the date that is 90 days after from the effective date of such determination by the Company (the "90th Day"), or, in the case described in Section 2.7(ii) above, the earlier of the 90th Day and the date such material information is disclosed to the public or ceases to be material, such transaction is completed or abandoned or such litigation is settled or finally determined. In the event a Registration StatementDeferral is instituted, the members of the Purchaser Group and/or TIC, as the case may be, shall be entitled to withdraw such request. If such request is withdrawn, such registration shall not count as one of the permitted registrations under this Section 2. The Company shall promptly notify the members of the Purchaser Group and/or TIC of the expiration or earlier termination of any Registration Deferral.

Demand Registration. 2.1 After (a) At any time after the earlier -------------------- expiration of (i) six months after the first anniversary of the date of this AgreementIPO, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) TDF may request the Company to Register any register under the Securities Act all or all a portion of their Registrable the shares of Restricted Shares held by it for sale in the manner specified in such notice; provided, that (i) -------- the reasonably anticipated aggregate net proceeds to the sellers from such public offering would exceed $30,000,000, (ii) such request covers at least 5% of the Voting Securities then outstanding and (a "Demand Notice"). Demand Notices shall iii) no such request may be made in writing and shall specify by TDF more than once every nine months. Notwithstanding anything to the Holders making the Demand Noticecontrary contained herein, the number and type of Registrable Securities that each requests to no request may be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement made under this Section 2 4.02 within 90 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Shares shall have been entitled to join pursuant to Sections 4.01 or 4.03 and in which there shall have been effectively registered all shares of Restricted Shares as to which registration shall have been requested. (b) At any time after the expiration of six months after the IPO, any Stockholder or group of Stockholders may request the Company to register under the Securities Act all or a portion of the shares of Restricted Shares held by such Stockholder or group of Stockholders for sale in the manner specified in such notice; provided, that (i) the reasonably anticipated aggregate net -------- proceeds to the sellers from such public offering would exceed $30,000,000, (ii) such request covers at least 5% of the Voting Securities then outstanding and (iii) no such request may be made by such Stockholders or group of Stockholders more than once every nine months. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4.02 within 90 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations which the holders of Restricted Shares shall have been entitled to join pursuant to Demand Notices are subject Sections 4.01 or 4.03 and in which there shall have been effectively registered all shares of Restricted Shares as to the further limitations set forth in Section 2.3which registration shall have been requested. 2.2 Within ten (10c) days from its Following receipt of a valid Demand Noticeany notice under this Section 4.02, the Company shall deliver written immediately notify all holders of Restricted Shares from whom notice has not been received and shall use its best efforts to all Holders thatregister under the Securities Act, pursuant to a Demand Noticefor public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of shares of Restricted Shares specified in such notice (and in all notices received by the Company will prepare and file from other holders within 20 days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering, the holders of a Registration Statement. Any Holder who was not a party majority of the shares of Restricted Shares to be sold in such offering may designate the managing underwriter of such offering, subject to the Demand Notice may, within ten (10) days from receipt approval of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheldwithheld or delayed. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities The Company shall be included obligated to register Restricted Shares pursuant to Section 4.02(a) on three occasions only and pursuant to Section 4.02(b) on three occasions only, provided, however, that -------- ------- such obligations shall be deemed satisfied only when a registration statement covering all shares of Restricted Shares specified in notices received as aforesaid, for sale in accordance with the underwriting pro rata, based on the total number method of Registrable Securities held disposition specified by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto unless (i) the Company need any such registration statement does not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the become effective date of any Registration Statement filed by the Company in which the Holders party due to the Demand Notice could have included their Registrable Securities; withdrawal thereof by or on the request of the holders of 66 2/3% of the shares of Restricted Shares to be registered or (ii) the Company may delay reason all shares of Restricted Shares specified in notices pursuant to this Section 4.02 are not registered is due to a limitation on the effectiveness registration of a Demand Notice for a period of not shares by the managing underwriter (which limitation shall be applied pro rata) and no more than six months after 50% of the Restricted Shares so specified are not registered as a result of the limitation imposed by such managing underwriter or the voluntary withdrawal of any such shares from registration by the holder thereof. (d) The Company shall be entitled to include in any registration statement referred to in this Section 4.02, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Shares to be sold. Except for registration statements on Forms X-0, X-0 or any successor thereto, the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a Demand Notice in any 12-month period if notice from requesting holders pursuant to this Section 4.02 90 days after the Company furnishes a certificate signed by its president stating that in the good faith judgment commencement of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay Restricted Shares covered by the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementregistration statement requested pursuant to this Section 4.02.

Demand Registration. 2.1 After the earlier of (ia) the first anniversary of the date of this Agreement, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control If at any time, Holders subject to the terms of any “lock-up” agreement entered into with one or more underwriters (unless waived by such underwriter(s)), the Company shall receive a request (each such request shall be referred to herein as a “Demand Registration”) from a Shareholder or group of Shareholders (the requesting Shareholder(s) shall be referred to herein as the “Requesting Shareholder”), holding at least fifty thirty percent (5030%) of the Registrable Securities then outstanding, that the Company effect the registration under the Securities Act all or any portion of the Requesting Shareholder’s Registrable Securities and, in each case, specifying the intended method of disposition thereof, then the Company shall as promptly as practicable following the date of receipt by the Company of such request give notice of such Demand Registration at least fifteen (10) days after receipt of such Demand Registration to the other Shareholders, if any, and thereupon shall (i) as soon as practicable, and in any event within forty five (45) days after the date the Demand Registration is given by the Requesting Shareholder, file a registration statement under the Securities Act, and (ii) use its commercially reasonable efforts to effect, as expeditiously as possible, and in any event within one hundred twenty (120) days after the date the Demand Registration is given by the Requesting Shareholder, the effectiveness of the registration statement, in each case covering: (i) subject to the restrictions set forth in Sections 2.01(e), all Registrable Securities then held by parties for which the Requesting Shareholder has requested registration under this Section 2.01, and (ii) subject to this Agreement (or the restrictions set forth in the case of a Spin-Off the percentage of Sections 2.01(e), all other Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant same class as those requested to be registered by the Subscription Agreement bears to Requesting Shareholder that any other Shareholders (all Registrable Securities at such Shareholders, together with the time of Requesting Shareholder, the Spin-Off) may request “Registering Shareholders”), if any, have requested the Company to Register any or all register pursuant to this Section 2.01, by request received by the Company within seven Business Days after such Shareholders receive the Company’s notice of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand NoticeRegistration, all to the number and type extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities so to be Registered pursuant to a valid Demand Notice; registered, provided that that, the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $10,000,000. In no event shall the Company be required to prepare or file a Registration Statement under this Section 2 effect more than once in any twelve two (122) month period, more than twice after an IPO or more than three (3) times in total. Demand Registrations pursuant to Demand Notices are subject this Section 2.01. (b) Promptly after the expiration of the seven-Business Day period referred to in Section 2.01(a)(ii), the Company will notify all Registering Shareholders of the identities of the other Registering Shareholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the further limitations effective date of the registration statement relating to such registration, the Requesting Shareholder may revoke such request, without liability, by providing a notice to the Company revoking such request. Notwithstanding clause (d) below, a request, so revoked, shall be considered to be a Demand Registration unless (i) such revocation arose out of the fault of the Company (in which case the Company shall be obligated to pay all Registration Expenses in connection with such revoked request) or (ii) the Requesting Shareholder reimburses the Company for all Registration Expenses (other than the expenses set forth in Section 2.3under clause (v) of the definition of the term Registration Expenses) of such revoked request. 2.2 Within ten (10c) The Company shall be liable for and shall pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected, unless the Requesting Shareholder elects to pay such Registration Expenses as described in the last sentence of Section 2.01(b). (d) A Demand Registration shall not be deemed to have occurred unless the registration statement relating thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least 180 days from (or such shorter period in which all Registrable Securities of the Registering Shareholders included in such registration have actually been sold thereunder), provided that a Demand Registration shall not be deemed to have occurred if, after such registration statement becomes effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court. (e) If the Requesting Shareholder intends to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as part of their request pursuant to section 2.01, and the Company shall include such information in their notice to the other Shareholders. If a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Company and the Requesting Shareholder that, in its receipt view, the number of a valid Demand Noticeshares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall deliver written notice to all Holders thatinclude in such registration, pursuant to a Demand Noticein the priority listed below, the Company will prepare and file a Registration Statement. Any Holder who was not a party up to the Demand Notice mayMaximum Offering Size: (i) first, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's all Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities requested to be included in such registration by all Registering Shareholders (allocated, if necessary for the offering not to fewer than exceed the number that has been requested for RegistrationMaximum Offering Size, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based rata among such Shareholders on the total basis of the relative number of Registrable Securities held by each such Shareholder, or in such other proportion as shall mutually be agreed to by all such Registering Shareholders); and (ii) second, any securities proposed to be registered by the participating HoldersCompany (including for the benefit of any other Persons not party to this Agreement). 2.3 Registrations under (f) The Company may postpone effecting a registration pursuant to this Section 2 are subject 2.01 on two occasions during any period of twelve consecutive months for a reasonable time specified in the notice but not exceeding 90 days in the aggregate in any period of twelve consecutive months (which period may not be extended or renewed), if the Company furnishes to the following limitations: Requesting Shareholder a certificate signed by the Company’s chief executive officer stating that (i) effecting the registration would materially and adversely interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company need or (ii) effecting the registration would require the premature disclosure of material information that the Company has a bona fide business purpose to preserve as confidential. In addition, the Company shall not prepare be obligated to effect, or file a Registration Statement to take any action to effect, any registration pursuant to Section 2.01 during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a Demand Notice within one hundred eighty date that is ninety (18090) days after the effective date of of, a Company-initiated registration (other than a registration on Form S-8 or any Registration Statement filed by successor or similar forms), provided that the Company is actively employing in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental commercially reasonable efforts to the Company for the Registration Statement cause such registration statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementbecome effective.

Demand Registration. 2.1 After If the earlier of (i) the first anniversary of the date of this Agreement, (ii) the consummation of an IPO or (iii) Company shall receive from Infinity a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties written request to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number register shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand NoticeDemand"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will shall prepare and file a Registration Statement under the 1933 Act covering the shares so requested to be registered, and shall use its best efforts to cause as expeditiously as possible such Registration Statement to become effective; provided, however, that if at the time the request for registration is made, the Company is in accordance with Section 4 the process of registering securities under the 1933 Act for sale by it or has pending or in process a material transaction, the disclosure of which would, in the good faith judgment of the Board of Directors of the Company, materially and adversely affect the Company, the Company may defer the filing (but not the preparation) of the requested Registration Statement (a) in the case of another registration statement in process, until the filing or abandonment of such registration statement but in no event longer than sixty (60) days, and (b) in the case of a material transaction, for up to sixty (60) days (but the Company shall use its best efforts to resolve the transaction and file the Registration Statement as soon as practicable). The Company shall be required to register the Registrable Securities to be Registered pursuant to a valid this Section 1.2 in response to any Demand Notice; by Infinity, provided that (i) no Demand may be made by Infinity until on and after one year from the date hereof, (ii) only one Demand may be made by Infinity (together with all permitted assignees thereof pursuant to Section 1.9) in any calendar year and (iii) the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or register the Registrable Securities more than three (3) times in totalon registration forms other than Form S-3 (or any substantially equivalent successive form). Registrations The registration of Registrable Securities under this Section 1.2 shall not be deemed to have been requested unless such registration becomes effective (provided that if, within one hundred twenty (120) days after it has become effective, the offering of Registrable Securities pursuant to Demand Notices such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have become effective unless 80% of such Registrable Securities have been sold pursuant to such registration), and if the registration has remained effective for one hundred twenty (120) days without such interference such registration shall be deemed to have been requested regardless of whether any of the Registrable Securities are ultimately sold pursuant to such registration. The Company may grant piggyback registration rights with respect to any registration statement demanded pursuant to this Section 1.2, provided that any such rights shall be subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt priority of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the CompanyInfinity's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations rights under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statement1.2.

Demand Registration. 2.1 After 3.1 At any time following 120 days after the earlier closing of the Company’s IPO, the Initiating Holders may request in writing that all or part of their Investor Registrable Shares shall be registered under the Securities Act. Within 20 days after receipt of any such request, the Company shall give written notice of such request to the other Holders, and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such demand registration (isubject to the limitations in Section 3.7) and provide the Company with written requests for inclusion therein within 20 days after the receipt of the Company’s notice. Thereafter, the Company shall effect the registration of all Registrable Shares as to which it has received requests for registration (a “Demand”) and in connection with the first anniversary Demand after the Company’s IPO (the “First Demand”), use its best efforts to have such First Demand effective by the 61st day after the Initiating Holders make such First Demand. 3.2 Notwithstanding the foregoing, the Company shall have the right, exercisable by the 31st day after such First Demand, to nullify such Demand in order to file a registration statement for the registration of its equity securities for its own account. Subject to the provisions of this Section, 3 no Demand shall be binding on the Company if the Company has filed any registration statement for the registration of its equity securities for its own account within the previous one hundred and eighty (180) days (other than a form S-8 or similar registration for employee shares) or, if not for the Company’s account, within the previous ninety (90) days. 3.3 The Initiating Holders shall have the right to five (5) Demands. Notwithstanding such right, all the Demands made subsequent to the First Demand shall not be binding upon the Company unless Initiating Holders holding in the aggregate at least 10% of the unregistered Series D Investor Registrable Shares, Series E Registrable Shares or Series H Registrable Shares (other than any Holders of Series D Investor Registrable Shares or Series H Investor Registrable Shares who are holding Preferred A, Preferred B or Preferred C Shares or Investor Registrable Shares issued in respect thereof) join in each such Demand. 3.4 Any registration proceeding begun pursuant to Section 3.1 that is subsequently withdrawn at the request of the Initiating Holders (with respect to their Demand) shall count toward the quota of registration statements which the Investor Holders have the right to cause to effect pursuant to Section 3.3; provided further, however, that such withdrawn registration shall not be so counted if such withdrawal is based upon material adverse information relating to the Company or its condition, business, prospects or general securities market conditions which is different from that generally known to the Initiating Holders at the time of their request. In addition, in the event that the Company utilizes its right under Section 3.2 to file a registration statement for its own account by the 31st day subsequent to the making of the First Demand, such First Demand shall not count toward the quota of registration statements which the Investor Holders have the right to cause to effect pursuant to Section 3.3. Only the Initiating Holders who make a Demand under Section 3.1 shall have the right to withdraw such registration proceedings (with respect to their Demand). 3.5 At any time at least 90 days following the closing of the second of the Demand registrations to occur under Section 3.1, the Initiating Founders may request in writing that all or part of the Founder Registrable Shares shall be registered under the Securities Act. Within 15 days after receipt of any such request, the Company shall give written notice of such request to the other Holders, and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such demand registration (subject to the limitation below) and provide the Company with written requests for inclusion therein within 20 days after the receipt of the Company’s notice. Thereupon, the Company shall effect the registration of all Registrable Shares as to which it has received requests for registration (subject to the limitation below). Notwithstanding the above, the maximum number of Founder Registrable Shares that may be included in a registration under this Section 3.5 shall be three times the number of Founder Registrable Shares that the Founders would together be entitled under Rule 144 of the Securities Act (as currently enacted) to sell during the three month period beginning on the date of this Agreementthe request for registration by the Initiating Founders, (ii) assuming that the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities Founders are “affiliates” at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing registration and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the initial minimum holding period for restricted securities under Rule 144 has passed. 3.6 The Company shall not be required to prepare or file a Registration Statement under this Section 2 effect more than once in one (1) registration under Section 3.5, provided, however, that any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations registration proceeding begun pursuant to Demand Notices are subject Section 3.5 that is subsequently withdrawn at the request of the Initiating Founders shall count toward the one registration statement pursuant to Section 3.5; provided further, however, that such withdrawn registration shall not be so counted if such withdrawal is based upon material adverse information relating to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days Company or its condition, business, or prospects which is different from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party that generally known to the Demand Notice may, within ten (10) days from receipt Initiating Founders at the time of their request. Only the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company Initiating Founders shall have the right to approve withdraw a registration proceeding under Section 3.5. 3.7 Notwithstanding any underwriterother provision of this Section 3, which approval shall not be unreasonably withheld. In in the event of a Demand, if the managing underwriter advises the Holders in writing that in the underwriter limits managing underwriter’s opinion the number of Registrable Securities securities requested to be included in the offering to fewer than a registration exceeds the number that has been can be sold in such offering without adversely affecting such underwriter’s ability to effect an orderly distribution of such securities, the Company will include in such registration: 3.7.1 first, the number of Investor Registrable Shares requested for Registrationto be included that, then each Holder's in the opinion of such underwriters, can be sold, provided that if, in the opinion of the managing underwriter, less than all Investor Registrable Securities shall Shares requested to be included can be included in such Demand registration, then allocation among the underwriting Investor Holders shall be made pro rata among the Investor Holders participating in such Demand on the basis of the number of Investor Registrable Shares then held by each Investor Holder seeking to participate in such Demand; 3.7.2 second, the number of Founder Registrable Shares requested to be included that, in the opinion of such underwriters, can be sold, provided, that if, in the opinion of the managing underwriter, less than all of the Founder Registrable Shares requested to be included can be included in such registration, then such allocation shall be made pro rata, based among the holders of such securities on the total basis of the number of Founder Registrable Securities Shares then held by each holder of Founder Registrable Shares seeking to participate in such Demand; provided, however, that in any event, all Investor Registrable Shares that have been requested to be included in such registration must be included in such registration prior to any other shares of the participating HoldersCompany. The Company shall not register securities for sale for its own account in any registration requested pursuant to this Section 3 unless permitted to do so by the written consent of Investor Holders who hold at least 75% of the Investor Registrable Shares as to which registration has been requested. 2.3 Registrations under this Section 2 are subject 3.8 Subject to the following limitations: (i) provisions of Section 3.2, the Company need may not prepare or file cause any other registration of securities for sale for its own account (other than a Registration Statement registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to a Demand Notice within one hundred eighty (180) Section 3 and to become effective less than 90 days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement registration requested pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration StatementSection 3.

Demand Registration. 2.1 After (a) If upon the earlier of (i) the first anniversary of the date of this AgreementAugust 30, 2010 or (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of the Requisite Threshold (as defined below) that the Company effect a registration with respect to at least twenty percent (20%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $40 million), then the Company shall (i) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any Registration Statement filed event within sixty (60) days after the date such request is given by the Initiating Holders, file a registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company in which within twenty (20) days of the Holders party to date the Demand Notice could have included their Registrable Securities; is given, and in each case, subject to the limitations of Sections 2.1(b) and 2.1(c). (iib) Notwithstanding the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by its president the Company’s chief executive officer stating that in the good faith judgment of the Company's board ’s Board of directors Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement 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 Registration Statement to be effected at such timeCompany; and (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 need 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, for a period of not prepare or file a Registration Statement pursuant to a Demand Notice if it more than ninety (90) days after the request of the Initiating Holders is then preparing a Registration Statement in connection with an underwritten public offering of Company securitiesgiven; provided, and however, that the Company may not invoke this right more than twice in any twelve (12) month period. For the purposes of determining whether the Company has invoked this right in any twelve (12) month period, such calculation shall also include any delay of a registration statement pursuant to Section 2.3(b). (c) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1 (i) during the effectiveness period that is sixty (60) days before the Company’s good faith estimate of such Demand Notice until the date of filing of, and ending on a date that is one hundred eighty (180) 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; (ii) if it delivers notice to the holders of the Registrable Securities within thirty (30) days of any registration request of its intent to file a registration statement for such Registration Statementinitial public offering within ninety (90) days; (iii) after the Company has effected two registrations pursuant to this Section 2.1; or (iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 2.3. A registration shall not be counted as “effected” for purposes of this Section 2.1 until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.7, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1.

Demand Registration. 2.1 After the earlier of (i) At such time that the first anniversary of Shelf Registration Statement required pursuant to Section 2(a) is not available and subject to the date terms and conditions of this Agreement, (ii) at any time and from time to time commencing 180 days after the consummation of an IPO initial Public Offering upon written notice to the Company (a ‘‘Demand Notice”) delivered by a Qualified Holder(s) requesting that the Company effect the registration (a “Demand Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or (iii) a Spin-Off Form S-8 or Hostile Change in Control at any time, Holders of at least fifty percent (50%similar or successor form under the Securities Act) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their the Registrable Securities held by such Qualified Holder(s) (which offering is expected to yield aggregate gross proceeds of at least $40 million), the Company shall promptly (but in any event, not later than five (5) Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a "“Demand Notice"Eligible Holder”). The Company shall promptly file the appropriate Registration Statement (the “Demand Notices shall be made Registration Statement”) subject to Section 2(b)(ii) and use its commercially reasonable efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Qualified Holder(s) in writing and shall specify the Holders making the Demand Notice, the number and type of (B) all other Registrable Securities that each requests of the same class or series as those requested to be Registeredregistered by the Qualified Holder(s) which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Reguest”) given to the Company within ten (10) Business Days after the giving of such written notice by the Company, whether the and (C) any Registrable Securities will to be offered and sold through an underwriterby the Company, and if soin each case subject to Section 2(b)(ii), all to the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement extent required to permit the disposition (in accordance with Section 4 for the intended methods of disposition) of the Registrable Securities to be Registered pursuant so registered. The Holders’ rights to request a valid Demand Notice; provided that the Company Registration set forth in this Section 2(b) shall not be required to prepare or file a Registration Statement under this Section 2 more than once in exercisable at any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, time if the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need (x) is not prepare or in violation of its obligations to file a Shelf Registration Statement pursuant to Section 2(a) or (y) has a Demand Notice within one hundred eighty (180) days after the currently effective date of any Shelf Registration Statement filed by the Company covering all Registrable Securities in which the Holders party to the Demand Notice could have included their Registrable Securities; accordance with Section 2(a), and (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by has otherwise complied with its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement obligations pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementthis Agreement.

Demand Registration. 2.1 After the earlier of (i) the first anniversary of the date of this Agreement, (ii) the consummation of an IPO or (iii) The Company may include in a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number Demand Registration shares of Common acquired pursuant to Stock for the Subscription Agreement bears to all account of the Company and Registrable Securities at for the time account of the SpinPiggy-Off) may request Back Holders and Shares for the Company to Register any or all account of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing other holders thereof exercising contractual piggy-back rights, on the same terms and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for conditions as the Registrable Securities to be Registered pursuant to a valid Demand Noticeincluded therein for the account of the Demanding Holders; provided provided, however, that (i) if the managing Underwriter or Underwriters of any underwritten offering described in Section 2.1 have informed the Company in writing that it is their opinion that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to total number of shares which the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand NoticeDemanding Holders, the Company shall deliver written notice to all Company, any Piggy-Back Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company any such other holders intend to include in such offering is such as to materially and adversely affect the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwritersuccess of such offering, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits (x) the number of Registrable Securities Shares to be offered for the account of the Company (if any) shall be reduced (to zero, if necessary) and (y) thereafter, if necessary, the number of Shares to be offered for the account of such Piggy-Back Holders and such other holders shall be reduced (to zero, if necessary), in the case of this clause (Y) pro rata in proportion to the respective number of Shares requested to be registered, to the extent necessary to reduce the total number of Shares requested to be included in such offering to the number of Shares, if any, recommended by such managing Underwriters (and if the number of Shares to be offered for the account of each such Person has been reduced to zero, and the number of Shares requested to be registered by the Demanding Holders exceeds the number of Shares recommended by such managing Underwriters, then the number of Shares to be offered for the account of the Demanding Holders shall be reduced pro rata in proportion to the respective number of Shares requested to be registered by the Demanding Holders) and (ii) if the offering is not underwritten, no other party (other than Piggy-Back Holders and any other holders exercising contractual piggy-back rights not subject to fewer than the number that has been requested for Registrationreduction contemplated by this clause (ii)), then each Holder's Registrable Securities including the Company, shall be included in permitted to offer securities under any such Demand Registration unless a majority of the underwriting pro rata, based on the total number of Registrable Securities Shares held by the participating Holders. 2.3 Registrations under this Section 2 are subject Demanding Holder or Holders consent to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness inclusion of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementshares therein.

Demand Registration. 2.1 After (a) At any time after the earlier lapse of (i) 180 days following the first anniversary of Initial Public Offering, one or more Stockholders which shall have maintained continuous beneficial ownership, individually or in the date of this Agreementaggregate, (ii) following the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders Closing of at least fifty percent 20% of the Fully-Diluted Shares (50%excluding any Fully-Diluted Shares sold or otherwise disposed of by any Stockholder after the Closing, if even subsequently reacquired) shall have the right to request that the Company register, in an underwritten public offering or otherwise, under the 1933 Act, Registrable Securities with an aggregate fair market value of at least $30,000,000 held by it or them (any registration resulting from such a request a “Demand Registration” with such Stockholder or Stockholders making such request the “Demanding Stock holder”); provided that no Stockholder, individually or together with other Stockholders, shall be entitled to request a Demand Registration with respect to shares of Common Stock held by it that are saleable without registration under the 1933 Act due to the availability of the exemption contained in Section 4(1) of all Registrable Securities then held by parties the 1933 Act or pursuant to this Agreement (or in Rule 144(k) promulgated under the case 1933 Act. A request for a Demand Registration shall specify the number of a Spin-Off the percentage shares of Registrable Securities equal proposed to the proportion which the majority of the number shares of Common acquired be sold. A registration made pursuant to such a request shall not qualify as a Demand Registration hereunder until (a) the Subscription Agreement bears registration statement relating thereto has been declared effective by the SEC and (b) the Demanding Stockholder is able to all Registrable Securities register and sell at the time least 75% of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will requested to be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact personincluded in such registration. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement effect, and each of MS, Ball, Hitachi, CapRe, Post and the Other Holders shall not be entitled to request, more than two registrations each per MS, Ball, Hitachi, CapRe, Post and the Other Holders under this Section 2 4.2. (b) Promptly (but in no event more than once in any twelve (12ten days) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid request for a Demand NoticeRegistration, the Company shall deliver provide notice of such request to the non-Demanding Stockholders, and such non-Demanding Stockholders shall have the right, within 10 days after the date of receipt of such notice from the Company, to request that the Company include in the offering to which the Demand Registration relates all or a portion of such non-Demanding Stockholders’ Registrable Securities. (c) The Company shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written notice to all Holders consent of the Demanding Stockholder. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that, pursuant in their opinion, the number or class of Registrable Securities and, if permitted hereunder, other securities requested to a Demand Noticebe included in such offering, exceeds the number or class of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will prepare and file a shall include in such Demand Registration Statement. Any Holder who was not a party (A) first, the number of Registrable Securities requested to be included in such registration by any Stockholders pro rata, if necessary, among such Stockholders based on the Demand Notice maynumber of Registrable Securities owned by each such Stockholder, within ten (10B) days from receipt second, the number of equity securities to be registered for the account of the Company's notice, request and (C) third, any other securities of the Company requested to include be included in such registration pro rata, if necessary, on the Holder's Registrable Securities basis of the number of such other securities owned by each holder of such other securities. (d) Notwithstanding the foregoing, if the Company shall furnish to the Demanding Stockholder a certificate signed by an officer of the Company stating that, in the Registration Statement. If reasonable good faith judgment of the Holders that initiated a Demand Notice specify therein that they intend Board, it would not be in the best interests of the Company and its stockholders for such registration to distribute their Registrable Securities through be effected (because the Company is engaging in or intends to engage in an underwriteracquisition, divestiture or other material transaction or due to other extraordinary events relating to the Company, but, in any case, not including for purposes of the Company avoiding its obligations hereunder), then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice defer such registration for a period of not more than six months 90 days after receipt of a Demand Notice in any 12-month period if the request of the Demanding Stockholder; provided, however, that (i) the Company furnishes shall not be entitled to defer its obligation to effect a certificate signed by registration for an aggregate of more than 180 days within any 365-day period and (ii) the Company shall make and communicate to the selling Stockholders its president stating that determinations under this paragraph in the good faith judgment respect of a registration under this Section 4.2 within 15 days of the Company's board ’s receipt of directors it would be detrimental the Demand Registration notice in respect of such registration or, to the Company for extent reasonably practicable, promptly after becoming aware of such transaction. (e) The Demanding Stockholder shall select the Registration Statement to be effected at such time; book-running and (iii) the Company need not prepare or file a Registration Statement other managing underwriters in connection with an offering pursuant to a Demand Notice if it is then preparing a Registration Statement Registration, and any additional investment bankers and managers to be used in connection with an underwritten public offering of Company securitiesthe offering, and in each case which shall be reasonably satisfactory to the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration StatementCompany.

Demand Registration. 2.1 After the earlier of (a) (i) HEI shall have the first anniversary of right, on not more than four occasions in the date of this Agreementaggregate, and no more frequently than once during any six-month period, and (ii) the consummation of an IPO or Minority Stockholders as a group shall have the right (iii) a Spin-Off or Hostile Change in Control at any timethough such right need not be jointly exercised by the Minority Stockholders), Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or on not more than two occasions in the case aggregate (it being understood and agreed that two or more Minority Stockholders may make joint Demands hereunder or any Minority Stockholder may join in a Demand made by any other Minority Stockholder, and any such joint Demand or joining in of a SpinDemand shall be deemed to be a single Demand for all purposes hereof), and no more frequently than once during any six-Off the percentage of Registrable Securities equal month period, to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request require the Company to Register any register for offer and sale under the Securities Act (a "Demand") all or all a portion of their the Registrable Securities held by such Stockholder, subject to the restrictions set forth herein; provided that no Stockholder shall be entitled to make a Demand hereunder unless the Registrable Securities subject to such Demand represent at least 7% of the aggregate shares of Company Common Stock then issued and outstanding. As promptly as practicable after the Company receives from a Stockholder (the "Demanding Stockholder") a notice pursuant to this Section 4.1(a) (a "Demand Notice"). Demand Notices , a copy of which shall be made in writing have also been delivered to each other Minority Stockholder at the same time as to the Company, demanding that the Company register for offer and shall specify sale under the Holders making the Demand NoticeSecurities Act Registrable Securities, subject to Section 4.1(b), the number and type of Registrable Securities that each requests Company shall (i) use all reasonable efforts to be Registered, whether file as promptly as reasonably practicable with the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file Commission a Registration Statement in accordance with Section 4 for relating to the Registrable offer and sale of the Applicable Securities to be Registered pursuant to a valid Demand Notice; on such form as the Company may reasonably deem appropriate (provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month periodnot, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of unless the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statement.

Demand Registration. 2.1 After (a) Subject to the earlier terms and conditions of this Agreement (including Section 1.2(c)), at any time on or after the second anniversary of the Closing Date, upon written notice to the Company (a “Demand Notice”) delivered by (i) Holders beneficially owning not less than ten percent of the first anniversary then outstanding shares of Common Stock in the aggregate or (ii) a Holder that, together with its Affiliates, is both a Ten Percent Holder as of the date of this AgreementAgreement and could reasonably be considered an “Affiliate” (disregarding the proviso in the first sentence of the definition thereof) of the Company as of the date of such Demand Notice (an “Affiliated Holder”), which for the avoidance of doubt shall include any Holder with respect to which there is a director serving on the board of directors of the Company (iithe “Board”) who was appointed by, or is otherwise employed by or affiliated with, such Holder or its Affiliates (each of the consummation of an IPO or (iiiforegoing being referred to as the “Initiating Holders”) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request requesting that the Company to Register effect the registration (a “Demand Registration”) under the Securities Act of any or all of their the Registrable Securities held by such Holders, the Company shall promptly (but in any event, not later than five Business Days following the Company’s receipt of such Demand Notice) give written notice of the receipt of such Demand Notice to all other Holders that, to its knowledge, hold Registrable Securities (each, a "“Demand Notice"Eligible Holder”). The Company shall promptly file the appropriate registration statement (the “Demand Notices shall be made Registration Statement”) and use reasonable best efforts to effect, at the earliest practicable date, the registration under the Securities Act and under the applicable state securities laws of (A) the Registrable Securities which the Company has been so requested to register by the Initiating Holders in writing and shall specify the Holders making the Demand Notice, the number and type of (B) all other Registrable Securities that which the Company has been requested to register by the Demand Eligible Holders by written request (the “Demand Eligible Holder Request”) given to the Company within ten Business Days after the giving of such written notice by the Company, in each requests case subject to be RegisteredSection 1.2(e), whether all to the Registrable Securities will be sold through an underwriter, and if so, extent required to permit the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement disposition (in accordance with Section 4 for the intended methods of disposition) of the Registrable Securities to be Registered pursuant to a valid so registered. (b) The Company may effect any requested Demand Notice; provided that Registration using Form S-3 whenever the Company shall not be required is eligible to prepare register for resale the Registrable Securities on Form S-3 (unless the Initiating Holder(s) or file a Registration Statement under this Section 2 more than once in any twelve (12the managing underwriter(s) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request such offering requests the Company to include use a Form S-1 in order to sell all of the Holder's Registrable Securities in requested to be sold). Subject to the Registration Statement. If terms and conditions of this Agreement (including Section 1.2(c)), for so long as the Holders that initiated a Demand Notice specify therein that they intend Company is eligible to distribute their register for resale the Registrable Securities through an underwriteron Form S-3, then each Ten Percent Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriterrequest an unlimited number of Demand Registrations using Form S-3, which shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations limited by Section 1.2(c). (c) Notwithstanding anything herein to the contrary, the Company shall only be required to (i) effect one Demand Registrations in any 6 month period, (ii) effect a total of not more than four Demand Registrations by (A) Holders beneficially owning not less than 10% of the outstanding shares of the Common Stock in the aggregate and (B) Affiliated Holders, and an additional three Demand Registrations by each Ten Percent Holder throughout the term of this Agreement, and (iii) comply with a request for a Demand Registration (other than a request that the Company conduct an Initial Public Offering) if the Initiating Holders, together with all other Demand Eligible Holders that request Registrable Securities be included in the Demand Registration pursuant to Section 1.2(a), are requesting the registration of Registrable Securities, which is reasonably expected to result in aggregate gross proceeds in excess of $18.3 million. (d) The Company shall use reasonable best efforts to keep the Demand Registration Statement continuously effective under the Securities Act for the period of time necessary for the underwriters or Holders to sell all the Registrable Securities covered by such Demand Registration Statement or such shorter period which will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold pursuant thereto (including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Demand Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Demand Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Demand Registration Statement or by the Securities Act, any state securities or “blue sky” laws, or any other rules and regulations thereunder) (the “Effectiveness Period”). A Demand Registration requested pursuant to this Section shall not be deemed to have been effected (i) if the Registration Statement is withdrawn without becoming effective, (ii) if the Registration Statement does not remain effective in compliance with the provisions of the Securities Act and the laws of any state or other jurisdiction applicable to the disposition of the Registrable Securities covered by such Registration Statement for the Effectiveness Period, (iii) if, after it has become effective, such Registration Statement is subject to any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency or court for any reason other than a violation of applicable law solely by any selling Holder and has not thereafter become effective, (iv) in the event of an underwritten offering, if the conditions to closing specified in the underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some wrongful act or omission by an Initiating Holder, (v) if the Company does not include in the applicable Registration Statement any Registrable Securities held by a Holder that is required by the terms hereof to be included in such Registration Statement, and (vi) if the Initiating Holders and Demand Eligible Holders have not been able to sell at least seventy five percent of the Registrable Securities that they have requested to sell in the Demand Notice or Demand Eligible Holder Request. (e) Notwithstanding any other provision of this Section, if (i) the Initiating Holders intend to distribute the Registrable Securities covered by a Demand Registration by means of an underwritten offering and (ii) the managing underwriters advise the Company and the Initiating Holders that in their reasonable view, or, if such managing underwriters are unwilling to so advise the Company and the Initiating Holders, if the Company concludes after consultation with such managing underwriters and the Holders of Registrable Securities proposed to be included in such offering that in the Company’s reasonable view, the number of shares of Common Stock proposed to be included in such offering (including Registrable Securities requested by Holders to be included in such offering and any securities that the Company or any other Person proposes to be included that are not Registrable Securities) exceeds the number of shares of Common Stock which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities requested to be included in such Demand Registration, then the Company shall so advise all Initiating Holders and Demand Eligible Holders with Registrable Securities proposed to be included in such underwritten offering, and shall include in such offering the number of shares of Common Stock which can be so sold in the following order of priority: (A) first, the Registrable Securities requested to be included in such underwritten offering by the Initiating Holders and the Demand Eligible Holders, which in the view of such underwriters or the Company, as applicable, can be sold in an orderly manner within the price range of such offering, pro rata among such Initiating Holders and Demand Eligible Holders on the basis of the number of Registrable Securities requested to be included therein by each such Initiating Holder and Demand Eligible Holder, and (B) second, Other Registrable Securities requested to be included in such underwritten offering to the extent permitted hereunder pro rata among the respective holders of such Other Registrable Securities on the basis of the number of securities requested to be included therein by each such holder. (f) The determination of whether any offering of Registrable Securities pursuant to a Demand Registration will be an underwritten offering shall be made in the sole discretion of the Holders of a majority of the Registrable Securities included in such underwritten offering, and such Holders of a majority of the Registrable Securities shall have the right to (i) determine the plan of distribution, including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees, and (ii) select the investment banker(s) and manager(s) to administer the offering (which shall consist of one or more reputable nationally recognized investment banks, subject to the Company’s approval (which shall not be unreasonably withheld. In , conditioned or delayed)) and one firm of counsel to represent all of the event Holders (along with any reasonably necessary local counsel), in connection with such Demand Registration; provided, that the underwriter limits Company shall select such investment banker(s), manager(s) and counsel (including local counsel) if such Holders of such majority cannot so agree on the number of same within a reasonable time period. (g) Any Holder whose Registrable Securities were to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement any such registration pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statement.to

Demand Registration. 2.1 After the earlier of (i) the first anniversary of On or after the date of this the closing of the sale of the First Tranche Purchased Shares (the “First Tranche Closing”), as provided in Section 1.3 of the Investment Agreement, subject to the lapse or termination of restrictions on transfer in Section 6.5(a) of the Investment Agreement, if the Company shall receive from a Holder a request (iithe requesting Holder shall be referred to herein as the “Requesting Holder”) that the consummation Company effect the registration under the Securities Act of an IPO all or any portion of the Requesting Holder’s Registrable Shares, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (iiieach such request shall be referred to herein as a “Demand Registration”) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent ten (50%10) Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to all other Holders and thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of: (a) subject to the restrictions set forth in Section 2.01(v) hereof (and, during the first 18 months following the Third Tranche Closing, provided that the Registrable Shares may be transferred in accordance with the restrictions set forth in Section 6.5(a) of the Investment Agreement), all Registrable Securities then held by parties to Shares for which the Requesting Holder has requested registration under this Agreement Section 2.01, and (or in the case of a Spin-Off the percentage of Registrable Securities equal b) subject to the proportion which the majority restrictions set forth in Sections 2.01(v) and 2.02 hereof, all other Registrable Shares of the number shares of Common acquired pursuant same class as those requested to be registered by the Subscription Agreement bears to Requesting Holder that any Holder or Holders (all Registrable Securities at such Holders, together with the time of Requesting Holder, the Spin-Off“Registering Holders”) may request have requested the Company to Register any or all register pursuant to Section 2.02, by request received by the Company within seven (7) Business Days after such Holders receive the Company’s notice of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand NoticeRegistration, all to the number and type of Registrable Securities that each requests extent necessary to be Registered, whether permit the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement disposition (in accordance with Section 4 for the intended methods thereof as aforesaid) of the Registrable Securities Shares so to be Registered pursuant to a valid Demand Noticeregistered; provided that provided, that, (x) the Company shall not be required obligated to prepare effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Shares requested to be included in such Demand Registration equals or file a Registration Statement under this Section 2 exceeds $5,000,000, (y) the Company shall not be obligated to effect more than once two (2) Demand Registrations, and (z) the Company shall not be obligated to effect a Demand Registration within less than ninety (90) days after (I) any other completed Demand Registration or (II) the effective date of a registration statement or the completion of a Piggyback Underwritten Offering pursuant to Section 2.02, in any twelve (12which the Requesting Holders in the Demand Registration had an opportunity to participate, other than a registration or Piggyback Underwritten Offering pursuant to the provisions of Section 2.02(ii) month period, from which more than twice after an IPO or more than three (3) times in total20% of the Registrable Shares of the Requesting Holders that were previously requested to be included were excluded. Registrations pursuant to Demand Notices are * Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the further limitations confidentiality request. Omissions are designated as [**]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. (ii) Promptly after the expiration of the seven (7) Business-Day period referred to in Section 2.01(i)(b), the Company will notify all Registering Holders of the identities of the other Registering Holders and the number of Registrable Shares requested to be included therein. At any time prior to the effective date of the registration statement relating to such registration, the Requesting Holder may revoke such request, without liability to any of the other Registering Holders, by providing a notice to the Company revoking such request. A request, so revoked, shall be considered to be a Demand Registration unless (a) such revocation arose out of the fault of the Company (in which case the Company shall be obligated to pay all Registration Expenses in connection with such revoked request), or (b) the Requesting Holder reimburses the Company for all Registration Expenses of such revoked request. (iii) The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such registration is effected, except as set forth in Section 2.32.01(ii)(b). 2.2 Within ten (10iv) A Demand Registration shall not be deemed to have occurred unless the registration statement relating thereto (I) has become effective under the Securities Act and (II) has remained effective for a period of at least 180 days from (or such shorter period in which all Registrable Shares of the Registering Holders included in such registration have actually been sold thereunder); provided, that, such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court (v) If a Demand Registration involves an Underwritten Offering and the managing underwriter advises the Company and the Requesting Holder that, in its receipt view, the number of a valid Demand NoticeRegistrable Shares requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Shares) exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall deliver written notice to all Holders thatinclude in such registration, pursuant to a Demand Noticein the priority listed below, the Company will prepare and file a Registration Statement. Any Holder who was not a party up to the Demand Notice mayMaximum Offering Size: (a) first, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's all Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities Shares requested to be included in such registration by all Registering Holders (allocated, if necessary for the offering not to fewer than exceed the Maximum Offering Size, pro rata among the Registering Holders on the basis of the relative number of Registrable Shares held by each such Holder); and (b) second, any securities proposed to be registered by the Company (including for the benefit of any other Persons not party to this Agreement). (vi) The Company shall only be obligated to include the applicable Registrable Shares of the Holder in a registration statement pursuant to this Section 2.01 to the extent the Holder has duly completed and delivered to the Company a selling shareholder questionnaire in the form reasonably satisfactory to the Company for such Registration Statement and delivered by the Company to the Holder reasonably in advance (the “Selling Holder Questionnaire”) as the date that is two (2) Business Days before the proposed filing date for such registration statement. * Confidential treatment has been requested for Registration, then each Holder's Registrable Securities shall be included in redacted portions of this exhibit. This copy omits the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are information subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date confidentiality request. Omissions are designated as [**]. A complete version of any Registration Statement filed by the Company in which the Holders party this exhibit has been provided separately to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; Securities and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration StatementExchange Commission.

Demand Registration. 2.1 After (a) If at any time after the earlier expiration of six months following the closing date of the IPO, the Company receives a request from (i) the first anniversary Holders of thirty percent (30%) of the date of this Agreement, Registrable Securities then outstanding or (ii) Viking, so long as it remains a Major Investor, that the consummation of an IPO or (iii) Company effect a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all registration with respect to the Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal outstanding having an anticipated aggregate offering price to the proportion which the majority public of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Noticenot less than $5 million, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that then the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve use its best efforts to: (12i) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (ii) file a registration statement on Form S-1 or any similar long-form registration statement (a “Long-Form Registration Statement”) or, if available, a registration statement on Form S-3 or any similar short-form registration statement (a “Short-Form Registration Statement”), other than a Shelf Registration Statement, as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, in the case of a Long-Form Registration Statement or within thirty (30) days after the Company's noticedate such request is given by the Initiating Holders, request in the Company to include the Holder's case of a Short-Form Registration Statement, in each case covering all Registrable Securities in that the Registration Statement. If the Initiating Holders that initiated a Demand Notice specify therein that they intend requested to distribute their be registered and any additional Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the offering to fewer than Company within twenty (20) days of the number that has been requested for Registrationdate the Demand Notice is given, then and in each Holder's Registrable Securities shall be included in the underwriting pro ratacase, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: limitations of Section 2.1(b). (ib) If the Company need not prepare or file qualifies to use a Short-Form Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any that a Long-Form Registration Statement is filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) or declared effective, the Company may delay convert such Long-Form Registration Statement into a Short-Form Registration Statement. (c) Notwithstanding the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by its president the Company’s Chairman of the Board stating that in the good faith judgment of the Company's board ’s Board of directors Directors, after consultation with outside counsel to the Company, it would be materially detrimental to the Company and its shareholders for the Registration Statement such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be effected at such time; and (iii) required to remain effective, then the Company need not prepare or file a Registration Statement pursuant shall have the right, upon giving prompt written notice of such action to a Demand Notice if it is then preparing a Registration Statement in connection the Holders, to defer taking action with an underwritten public offering of Company securitiesrespect 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 sixty (60) days after the request of the Initiating Holders is given; provided, however, that the Company may delay not invoke this right or the effectiveness right under Section 2.3(b) (A) more than once in any twelve (12)-month period; or (B) for an aggregate period exceeding ninety (90) days in any twelve (12)-month period. (d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1 (i) during the period that is thirty (30) days before the Company’s good faith estimate of such Demand Notice until one hundred eighty the date of filing of, and ending on a date that is sixty (18060) days after the effective date of, a registration statement pertaining to an underwritten public offering of the Company’s securities, and (ii) after the Company has effected five (5) registrations pursuant to Section 2.1 if the Initiating Holders for at least two (2) of such Registration Statementregistrations shall have been Viking or its Affiliates. A registration shall not be counted as “effected” for purposes of this Section 2.1 until such time as the applicable registration statement has been declared effective by the SEC and remains effective for not less than one hundred and twenty (120) days without any occurrence of a Material Adverse Change (or such shorter period as shall terminate when all Registrable Securities covered thereunder have been sold), unless the Initiating Holders withdraw their request for such registration, elect not to reimburse the Company for the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Section 2.7, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 2.1.

Demand Registration. 2.1 After (a) Subject to the earlier limitations contained in SECTION 5 and SECTION 6, at any time on or after November 2, 1999, the OCM Holders representing a majority of the Common Stock so held or the WES&S Holders representing a majority of the Securities so held may give written notice to the Company requesting the registration of such number of shares of Common Stock as shall be requested by such requesting Holder (the "DEMAND NOTICE"), and thereupon, the Company shall, as expeditiously as possible, prepare and file a registration statement under the Securities Act covering the shares specified in such Demand Notice, and shall use its best efforts to cause such registration statement to become effective, all in accordance with the provisions of this Agreement; PROVIDED that the Company shall be obligated to effect registration pursuant to this SECTION 3(A) no more than two times for each of the OCM Holders and the WES&S Holders. (b) Whenever the Company shall have received a demand pursuant to SECTION 3(A) above to effect the registration of any shares, the Company shall promptly give written notice to: (i) in the first anniversary event such requesting Holder holds a majority of the date of this AgreementSecurities held by all OCM Holders, any other OCM Holder and to the WES&S Holders, (ii) in the consummation event such requesting Holder holds a majority of an IPO or the Securities held by all WES&S Holders, any other WES&S Holder and the OCM Holders; (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent the Paribas Holders; and (50%iv) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriterING Holders, and if so, allow each such Holder the underwriters name, address, telephone number and contact personopportunity to participate in such registration. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Each such Holder who was not a party to the Demand Notice may, within ten (10) days from after receipt of the Company's such notice, request in writing that all of such Holder's shares, or any portion thereof designated by such Holder, be included in the offering. (c) The Company shall proceed as expeditiously as possible after receipt of a demand pursuant to SECTION 3(A) above to file a registration statement and use its best efforts to effect, within ninety (90) days of the date of the Demand Notice, the registration of an offering under the Securities Act, such registration statement to be declared effective by the Commission not later than one hundred and eighty (180) days from the date of such Demand Notice under this SECTION 3. Such offering shall include: (i) the shares specified in the Demand Notice given pursuant to SECTION 3(A) above; and (ii) all shares that other Holders have requested be included in the offering pursuant to SECTION 3(B) above; all to the extent required to permit the OCM Holders, the WES&S Holders, the Paribas Holders and the ING Holders, as the case may be, to dispose of such shares in compliance with applicable law; PROVIDED HOWEVER, that if the managing underwriter of such offering shall have determined that the inclusion of any shares pursuant to SECTION 3(B) above shall adversely affect the price, terms or number of securities to be underwritten and sold on behalf of the Holders initiating such demand registration pursuant to SECTION 3(A) above, then all Holders still desiring to participate in such registration shall be subject to a reduction in the number of shares included in such demand registration on a pro-rata basis (a "CUTBACK"). Holders of shares (other than the Paribas Holders and the ING Holders) which either (i) elect to withdraw from such registration because of the Cutback or (ii) participate in the registration but have shares which are Cutback, shall in any case retain their demand registration rights with respect to the shares which are so withdrawn or Cutback. No other outstanding securities of the Company shall be included in such demand registration. Notwithstanding the foregoing, if the OCM Holders experience any Cutback due to include the Holder's Registrable Securities inclusion of the Xxxxx Shares in such demand registration, then additional WES&S Shares shall be Cutback so that there is no incremental Cutback experienced by the Registration StatementOCM Holders by virtue of inclusion of the Xxxxx Shares in such demand registration. (d) A registration statement filed pursuant to this SECTION 3 shall remain effective until the first to occur of (i) the sale of all of the shares registered under such registration statement or (ii) the date two years following the date such registration statement was declared effective by the Commission, excluding any periods during which the Commission shall have issued any stop order with respect to such registration statement. If the registration statement is part of a shelf offering, the Company shall be obligated to keep such registration statement effective for a period of not less than two years. (e) The Holders that initiated a Demand Notice specify therein that they intend electing to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company offering shall have the right to approve select the managing underwriter to be engaged in connection with any underwriter, such registration subject to the approval of the Company (which approval shall not be unreasonably withheld). Any such underwriter shall be a member firm of the New York Stock Exchange with a net capital of at least One-Hundred Million Dollars ($100,000,000). (f) If, at any time prior to the effectiveness of the registration statement referred to in this SECTION 3, the Holders initiating the Demand Notice in SECTION 3(A) above elect to withdraw such registration statement prior to its date of effectiveness, the Company shall promptly withdraw such registration statement prior to its effectiveness and such withdrawing Holders shall forfeit the foregoing demand registration rights referred to in SECTIONS 3(A) AND (B) above. Notwithstanding the foregoing, the demand registration rights referred to in SECTIONS 3(A) OR (B) above shall survive a pre-effectiveness election to withdraw as set forth in this SECTION 3(F), if either (i) such withdrawing Holders reimburse the Company for all of its Registration Expenses in connection with the preparation of such withdrawn registration statement or (B) the non-demanding Holders elect to replace the withdrawing Holders (in which event such non-demanding Holders shall have been deemed to have exercised their demand registration right). (g) To the extent any OCM Holders or WES&S Holders elect not to participate in the demand registration requested by the majority of the OCM Holders or WES&S Holders (a "NON-MAJORITY HOLDER"), such Non-Majority Holders shall have the right to participate in the demand registration requested by the other category of shares, subject to the foregoing provisions on Cutbacks. (h) In addition to the restrictions on the Company set forth pursuant to SECTION 8 hereof, the Company will not grant to any Person at any time on or after the date hereof the right (a "PIGGYBACK RIGHT") to request the Company to register any securities of the Company under the Securities Act by reason of the exercise by any Holder of its rights under this SECTION 3 unless such Piggyback Right provides that such securities shall not be registered and sold at the same time if the managing underwriter for the respective Holders reasonably believes that the sale of such securities would adversely affect the amount of, or price at which, the respective shares being registered under this SECTION 3 can be sold. (i) The Company agrees not to effect any public or private sale or distribution of its equity securities, including a sale pursuant to Regulation D under the Securities Act, during the ten (10) day period prior to, and during the one-hundred and twenty day (120) period beginning on, the closing date of an underwritten offering made pursuant to a registration statement pursuant to this SECTION 3. (j) To the extent that any Holders electing a demand registration determine as of the contemplated offering date not to sell their shares pursuant to an underwritten offering and such Holders do not reimburse the Company for Registration Expenses in the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a no Registration Statement is declared effective, such Holders are nonetheless entitled to have their shares registered pursuant to a Demand Notice within one hundred eighty "shelf registration" for the time period set forth in SECTION 3(D) above. (180k) days after The Company recognizes that money damages may be inadequate to compensate the effective date of any Registration Statement filed Holders for a breach by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securitiesobligations under this Section, and the Company may delay agrees that in the effectiveness event of such Demand Notice until one hundred eighty (180) days after a breach the effective date Holder may apply for an injunction of specific performance or the granting of such Registration Statementother equitable remedies as may be awarded by a court of competent jurisdiction in order to afford the Holder the benefits of this SECTION 3 and that the Company shall not object to such application, entry of such injunction or granting of such other equitable remedies on the grounds that money damages will be sufficient to compensate the Holder.

Demand Registration. 2.1 After If the earlier Corporation shall, at any time after one year following the date hereof be requested by the holders of at least 50% of the Restricted Shares issued and sold by the Corporation pursuant to the Stock Purchase Agreement and then outstanding (on a Common Stock equivalent basis) to effect a single registration under the Securities Act of Registrable Shares constituting at least 25% of the Registrable Securities, the Corporation shall, within 120 days of such request, effect the registration under the Securities Act of the Registrable Shares which the Corporation has been so requested to register; PROVIDED, HOWEVER, that the Corporation shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (a) The Corporation may delay the filing or effectiveness of any registration statement for a period of up to 120 days after the date of a request for registration pursuant to this SECTION 2 if at the time of such request (i) the first anniversary of Corporation is engaged, or has fixed plans to engage within 120 days after the date of this Agreementsuch request, in a firm commitment underwritten public offering of Primary Shares in which the holders of Registrable Shares may include Registrable Shares pursuant to SECTION 3 or (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any timeMaterial Transaction exists, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided PROVIDED that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company Corporation may only so delay the filing or effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice its registration statements (if any) once in any 12-month period pursuant to this SECTION 2(a). (b) With respect to any registration pursuant to this SECTION 2, the Corporation may include in such registration any Primary Shares or Other Shares; PROVIDED, HOWEVER, that, if the Company furnishes a certificate signed by its president stating managing underwriter advises the Corporation that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Registrable Shares proposed to be included in such registration, then the number of Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration shall be included in the good faith judgment of following order: (i) FIRST, the Company's board of directors it would be detrimental to the Company for the Registration Statement Registrable Shares requested to be effected at included in such timeregistration (or, if necessary, such Registrable Shares PRO RATA among the holders thereof based upon the number of Registrable Shares requested to be registered by each such holder); (ii) SECOND, the Primary Shares; and and (iii) THIRD, the Company need Other Shares. (c) At any time before the registration statement covering Registrable Shares becomes effective, either Investors holding a majority of the Registrable Shares requested to be registered (the "MAJORITY INVESTORS") may request the Corporation to withdraw or not prepare to file the registration statement or the Corporation may withdraw or not file the registration if in the reasonable judgement of the Corporation's Board of Directors such withdraw or failure to file is reasonably required to comply with applicable laws or the interpretation of the Staff of the Commission or to avoid a Registration Statement substantial liability (other than expenses of such registration) which would have a material adverse effect on the Corporation's financial condition; provided, however, that the Corporation shall refile such registration statement within 180 days of the Corporation's withdraw or determination not to file. In that event, if such request of withdrawal by the Majority Investors shall not have been caused by the Corporation or its financial condition, the holders shall have used their demand registration rights under this SECTION 2 and the Corporation shall no longer be obligated to register Registrable Shares pursuant to the exercise of such registration right pursuant to this SECTION 2 and the expenses incurred by the Corporation through the date of such request shall be reimbursed. In the event the Corporation shall withdraw or fail to file the registration statement, the holders shall not have used their demand registration rights under this SECTION 2 and shall be entitled to reimbursement of their expenses through the date of such withdrawal or failure to file. A registration shall not count as (d) Notwithstanding anything in Section 2, 3 or 4 provided to the contrary, the Corporation's obligation to register shares of Common Stock under the Securities Act hereunder shall be suspended during any time (i) such shares of Common Stock are registered pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and effective registration statement under the Company may delay Act or (ii) the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration StatementRegistrable Securities become eligible for sale pursuant to Rule 144(k).

Demand Registration. 2.1 After (a) At the request of Sponsors, ------------------- the Company shall use reasonable efforts to effect the registration under the Securities Act pursuant to the terms of this Section 4.1(a) of the shares of Common Stock held by Sponsors; provided that upon the Public Sale of all of -------- Sponsors' Common Stock, Sponsors will no longer be entitled to any registration rights pursuant to this Section 4. 1. At the request of Cendant, the Company shall use reasonable efforts to effect a registration under the Securities Act pursuant to this Section 4.1(a) of the shares of Common Stock or Convertible Preferred Stock held by Cendant. Sponsors jointly and Cendant shall each be entitled to four underwritten registrations pursuant to this Section 4.1 and Sponsors jointly and Cendant shall each be entitled to one "shelf" registration pursuant to this Section 4. 1. Until the earlier of (i) the first third anniversary of the date hereof or (ii) the date on which Sponsors own less than 5% of the Common Stock, in any such registration requested by Sponsors or Cendant, and in any additional underwritten registrations of Common Stock held by Sponsors or Cendant which the Company elects to effect (other than as required pursuant to this AgreementSection 4.1(a)), Sponsors shall be entitled to register up to the greater of (i) 80% of the total number of shares to be registered in the secondary offering by Sponsors and Cendant (including any shares to be sold by Sponsors and Cendant pursuant to the underwriters' over-allotment option, if exercised) or (ii) such percentage of the total number of shares to be registered in the secondary offering by Sponsors and Cendant such that Sponsors will have sold at least 70% of all shares sold by Sponsors and Cendant following the Company's initial public offering. After the third anniversary of the date hereof, in any registration requested by Sponsors or Cendant, and in any additional underwritten registrations of Common Stock held by Sponsors or Cendant which the Company elects to effect (other than as required pursuant to this Section 4.1(a)), each of Sponsors and Cendant shall be entitled to register a number of shares equal to 50% of the total number of shares to be registered in the secondary offering by Sponsors and Cendant (including any shares to be sold by Sponsors and Cendant pursuant to the underwriters' over-allotment option, if exercised). Notwithstanding the foregoing, once Sponsors own less than 5% of the Common Stock, in any registration requested by Cendant or Sponsors, Cendant shall be entitled to register 100% of the total number of shares to be registered in a secondary offering (including any shares to be sold pursuant to the underwriters' overallotment option, if exercised), subject to Sponsors' right to include shares in such registration pursuant to Section 4.2 (subject to the limitations set forth in Section 4.2(b)). In any registration hereunder, Cendant shall be entitled, at its election, to (i) register the number of shares permitted to be registered by Cendant hereunder or (ii) cause the Company to register on its own behalf the number of shares set forth in clause (i) and use the proceeds from the sale of such shares to redeem, at Cendant's election, the Convertible Preferred Stock or Senior Preferred Stock, if permitted by applicable law. If the proceeds of any sale under this Section 4.1 are not permitted under applicable law to be used to redeem the Convertible Preferred Stock or Senior Preferred Stock, then such proceeds shall be held by the Company to be paid in respect of such shares when and to the extent permitted by law. (b) Registrations under this Section 4.1 shall be on such appropriate registration form of the Commission (i) as shall be selected by the Company and (ii) as shall permit the disposition of the Common Stock in accordance with the intended method or methods of disposition. (c) The Company will pay all Registration Expenses in connection with any registration pursuant to this Section 4.1. (d) If a registration pursuant to this Section 4.1 involves an underwritten offering, the underwriter or underwriters thereof shall be selected, after consultation with the Company, jointly by Sponsors and Cendant, and shall be reasonably acceptable to the Company. (e) A registration requested pursuant to this Section 4.1 shall not be deemed to have been effected (i) if a registration statement with respect thereto has not become effective, provided that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal of Sponsors or Cendant to proceed shall be deemed to have been effected by the Company at the request of Sponsors or Cendant, as the case may be, (ii) if, after it has become effective, such registration becomes subject to, for longer than 90 days, any stop order, injunction or other order of the consummation of an IPO Commission or other governmental agency or court for any reason or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than by reason of some act or omission by Sponsors. If a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties registration requested pursuant to this Agreement (or in the case of Section 4.1 is to be a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request "shelf" registration, the Company shall use reasonable efforts to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify keep such registration statement effective for one year after the Holders making the Demand Noticeeffective date thereof, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare keep the registration statement effective if the continued effectiveness of the registration statement would require the Company to disclose a material financing, acquisition or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, other corporate development and the Company shall deliver written notice have determined that such disclosure is not in the best interests of the Company for such period not to all Holders exceed 180 days; and provided further that the requirement to use reasonable efforts to keep the registration statement effective shall be extended one day for each day that the Company allows the effectiveness of the registration statement to lapse in reliance on the preceding proviso. (f) If a registration pursuant to this Section 4.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Common Stock being registered) that, pursuant in its opinion, the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering within a Demand Noticeprice range acceptable to the Stockholders requesting such registration, the Company will prepare and file a Registration Statement. Any Holder who was not a party include in such registration, to the Demand Notice may, within ten (10) days from receipt extent of the Company's notice, request number which the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate is so advised can be sold in such underwritingoffering, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities Common Stock to be included in such registration by Sponsors and Cendant (or, if Cendant makes the offering to fewer than election described in Section 4.1(a), the Company) pro rata --- ---- among such holders on the basis of the number that has been of shares of Common Stock requested for Registration, then each Holder's Registrable Securities shall to be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holderssuch holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statement.

Demand Registration. 2.1 After (a) If the Company shall receive at any time after the earlier of (i) the first anniversary of three (3) years after the date of this Agreement, hereof or (ii) the consummation of an IPO or (iii) Effectiveness Date a Spinwritten request from greater than seventy-Off or Hostile Change in Control at any time, Holders of at least fifty five percent (5075%) in interest of the Series C-3 Shareholders, the Series C-2 Shareholders, the Series C-1 Shareholders and the Series C Shareholders, voting together as a single class, that the Company register, under the Act (other than pursuant to a registration statement on Form S-4 or S-8 or any successor thereto) and under the securities or “blue sky” laws of any jurisdiction designated by such Holder or Holders (a “Demand Registration”), the number of Registrable Securities held by such Holders and any Affiliate thereof stated in such request, then the Company shall (i) within ten (10) days of receipt thereof, give written notice of such request to all Series E Shareholders and Series D Shareholders who own more than twenty percent (20%) of the outstanding shares of such respective Series as well as to (x) the Series F Shareholders, other than any Series F Shareholder who has sent a prior written notice to the Company that such Series F Shareholder does not want to receive any such notice of a Demand Registration, and (y) the Series C-3 Shareholders, the Series C-2 Shareholders, the Series C-1 Shareholders and the Series C Shareholders not participating in the request for a Demand Registration (collectively, the “Non-Demanding Shareholders”) and (ii) take such steps as are necessary to prepare for the registration of the Registrable Securities and file as soon as practicable, and in any event within forty-five (45) days of the receipt of such request, a registration statement under the Act covering all Registrable Securities then that the Series C-3 Shareholders, the Series C-2 Shareholders, the Series C-1 Shareholders and the Series C Shareholders request to be registered, including any shares held by parties Affiliates of such Holders and any shares requested to this Agreement be included in such registration by the Non-Demanding Shareholders within ten (or in the case 10) days of a Spin-Off the percentage receipt of Registrable Securities equal written notice of such registration by such Holders, subject to the proportion which limitations contained herein. Notwithstanding the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Noticeforegoing, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required obligated to prepare effect more than two (2) Demand Registrations pursuant to this Section 2.2. If at the time of any request to register Registrable Securities pursuant to this Section 2.2, the Company (i) is engaged in, or has fixed plans to engage in within one hundred eighty (180) days of the time of such request, a Qualified IPO, (ii) delivers notice to the Series C-3 Shareholders, the Series C-2 Shareholders, the Series C-1 Shareholders and the Series C Shareholders requesting such registration within thirty (30) days of such registration request of its intent to file a Registration Statement under this Section 2 registration statement for a Qualified IPO within ninety (90) days, or (iii) is engaged in any other activity that, in the good faith determination of the Board, would be adversely affected by the requested registration and cause material detriment to the Company, then the Company may, at its option, direct that such request be delayed for a reasonable period not in excess of one hundred twenty (120) days from the date of such request, such right to delay a request to be exercised by the Company not more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand NoticeIn addition, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities required to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: effect any registration within ninety (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (18090) days after the effective date of any other registration statement of the Company (other than a registration statement on Form S-4 or S-8 or any successor thereto). Each request for a Demand Registration Statement filed shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. (b) If the Series C-3 Shareholders, the Series C-2 Shareholders, the Series C-1 Shareholders and the Series C Shareholders initiating the registration request intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.2(a). The underwriter or underwriters shall be selected by the Company and shall be reasonably acceptable to greater than seventy-five percent (75%) in which interest of the Series C-3 Shareholders, the Series C-2 Shareholders, the Series C-1 Shareholders and the Series C Shareholders, voting together as a single class. The Non-Demanding Shareholders and the Series C-3 Shareholders, the Series C-2 Shareholders, the Series C-1 Shareholders and the Series C Shareholders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.6(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.2, if the underwriter advises the Non-Demanding Shareholders and the Series C-3 Shareholders, the Series C-2 Shareholders, the Series C-1 Shareholders and the Series C Shareholders in writing that market factors require a limitation of the number of shares to be underwritten, then the Series C-3 Shareholders, the Series C-2 Shareholders, the Series C-1 Shareholders and the Series C Shareholders initiating such registration shall so advise all holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among the Non-Demanding Shareholders and the Series C-3 Shareholders, the Series C-2 Shareholders, the Series C-1 Shareholders and the Series C Shareholders initiating such registration in proportion to the amount of Shares owned by each such Holder and their respective Affiliates; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. If any Non-Demanding Shareholder that has requested inclusion in such registration in accordance with the terms hereof does not agree to the terms of any such underwriting agreed to by the Company, the underwriter and the Series C-3 Shareholders, the Series C-2 Shareholders, the Series C-1 Shareholders and the Series C Shareholders initiating the registration, such Non-Demanding Holder shall be excluded therefrom by written notice from the Company, the underwriter or the Holders party initiating the registration. The Registrable Securities so excluded also shall be withdrawn from registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 2.2(b), then the Company shall offer to all Holders who have retained the right to include Registrable Securities in the registration the right to include additional securities in the registration in an amount equal to the number of shares so withdrawn, with such shares to be allocated in proportion to the amount of Registrable Securities owned by each Holder. (c) The Company shall use its best efforts to cause any such Demand Notice could have included their Registration to become and remain effective as soon as practicable, but in any event not later than ninety (90) days after it receives a request under Section 2.2(a) hereof. A registration shall not constitute a Demand Registration until it has become effective and remains continuously effective for the lesser of (i) the period during which all Registrable Securities; Securities registered in the Demand Registration are sold and (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days days; provided, however, that a registration shall not constitute a Demand Registration if (x) after such Demand Registration has become effective, such registration or the effective date related offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason not attributable to the Series C-3 Shareholders, the Series C-2 Shareholders, the Series C-1 Shareholders and the Series C Shareholders and such interference is not thereafter eliminated in a reasonable period of time, (y) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Demand Registration Statementare not satisfied or waived, other than by reason of a failure by the Series C-3 Shareholders, the Series C-2 Shareholders, the Series C-1 Shareholders or the Series C Shareholders or (z) if the request for such Demand Registration is withdrawn by the requesting Holders and such Holders reimburse the Company for any expenses incurred in relation thereto.

Demand Registration. 2.1 After (a) At the request of Sponsors, the ------------------- Company shall use reasonable efforts to effect the registration under the Securities Act pursuant to the terms of this Section 4.1(a) of the shares of Common Stock held by Sponsors; provided that upon the Public Sale of all of -------- Sponsors' Common Stock, Sponsors will no longer be entitled to any registration rights pursuant to this Section 4. 1. At the request of Cendant, the Company shall use reasonable efforts to effect a registration under the Securities Act pursuant to this Section 4.1(a) of the shares of Common Stock or Convertible Preferred Stock held by Cendant. Sponsors jointly and Cendant shall each be entitled to four underwritten registrations pursuant to this Section 4.1 and Sponsors jointly and Cendant shall each be entitled to one "shelf" registration pursuant to this Section 4. 1. Until the earlier of (i) the first third anniversary of the date hereof or (ii) the date on which Sponsors own less than 5% of the Common Stock, in any such registration requested by Sponsors or Cendant, and in any additional underwritten registrations of Common Stock held by Sponsors or Cendant which the Company elects to effect (other than as required pursuant to this AgreementSection 4.1(a)), Sponsors shall be entitled to register up to the greater of (i) 80% of the total number of shares to be registered in the secondary offering by Sponsors and Cendant (including any shares to be sold by Sponsors and Cendant pursuant to the underwriters' over-allotment option, if exercised) or (ii) such percentage of the total number of shares to be registered in the secondary offering by Sponsors and Cendant such that Sponsors will have sold at least 70% of all shares sold by Sponsors and Cendant following the Company's initial public offering. After the third anniversary of the date hereof, in any registration requested by Sponsors or Cendant, and in any additional under written registrations of Common Stock held by Sponsors or Cendant which the Company elects to effect (other than as required pursuant to this Section 4.1(a)), each of Sponsors and Cendant shall be entitled to register a number of shares equal to 50% of the total number of shares to be registered in the secondary offering by Sponsors and Cendant (including any shares to be sold by Sponsors and Cendant pursuant to the underwriters' over-allotment option, if exercised). Notwithstanding the foregoing, once Sponsors own less than 5% of the Common Stock, in any registration requested by Cendant or Sponsors, Cendant shall be entitled to register 100% of the total number of shares to be registered in a secondary offering (including any shares to be sold pursuant to the underwriters' overallotment option, if exercised), subject to Sponsors' right to include shares in such registration pursuant to Section 4.2 (subject to the limitations set forth in Section 4.2(b)). In any registration hereunder, Cendant shall be entitled, at its election, to (i) register the number of shares permitted to be registered by Cendant hereunder or (ii) cause the Company to register on its own behalf the number of shares set forth in clause (i) and use the proceeds from the sale of such shares to redeem, at Cendant's election, the Convertible Preferred Stock or Senior Preferred Stock, if permitted by applicable law. If the proceeds of any sale under this Section 4.1 are not permitted under applicable law to be used to redeem the Convertible Preferred Stock or Senior Preferred Stock, then such proceeds shall be held by the Company to be paid in respect of such shares when and to the extent permitted by law. (b) Registrations under this Section 4.1 shall be on such appropriate registration form of the Commission (i) as shall be selected by the Company and (ii) as shall permit the disposition of the Common Stock in accordance with the intended method or methods of disposition. (c) The Company will pay all Registration Expenses in connection with any registration pursuant to this Section 4.1. (d) If a registration pursuant to this Section 4.1 involves an underwritten offering, the underwriter or underwriters thereof shall be selected, after consultation with the Company, jointly by Sponsors and Cendant, and shall be reasonably acceptable to the Company. (e) A registration requested pursuant to this Section 4.1 shall not be deemed to have been effected (i) if a registration statement with respect thereto has not become effective, provided that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal of Sponsors or Cendant to proceed shall be deemed to have been effected by the Company at the request of Sponsors or Cendant, as the case may be, (ii) if, after it has become effective, such registration becomes subject to, for longer than 90 days, any stop order, injunction or other order of the consummation of an IPO Commission or other governmental agency or court for any reason or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than by reason of some act or omission by Sponsors. If a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties registration requested pursuant to this Agreement (or in the case of Section 4.1 is to be a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request "shelf" registration, the Company shall use reasonable efforts to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify keep such registration statement effective for one year after the Holders making the Demand Noticeeffective date thereof, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare keep the registration statement effective if the continued effectiveness of the registration statement would require the Company to disclose a material financing, acquisition or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, other corporate development and the Company shall deliver written notice have determined that such disclosure is not in the best interests of the Company for such period not to all Holders exceed 180 days; and provided further that the requirement to use reasonable efforts to keep the registration statement effective shall be extended one day for each day that the Company allows the effectiveness of the registration statement to lapse in reliance on the preceding proviso. (f) If a registration pursuant to this Section 4.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Common Stock being registered) that, pursuant in its opinion, the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering within a Demand Noticeprice range acceptable to the Stockholders requesting such registration, the Company will prepare and file a Registration Statement. Any Holder who was not a party include in such registration, to the Demand Notice may, within ten (10) days from receipt extent of the Company's notice, request number which the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate is so advised can be sold in such underwritingoffering, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities Common Stock to be included in such registration by Sponsors and Cendant (or, if Cendant makes the offering to fewer than election described in Section 4.1(a), the Company) pro rata among such holders on the basis of the number that has been of --- ---- shares of Common Stock requested for Registration, then each Holder's Registrable Securities shall to be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holderssuch holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statement.

Demand Registration. 2.1 After (a) At any time commencing one (1) year after the earlier of (i) the first anniversary Effective Date of the date Public Offering, and expiring four (4) years thereafter, the Holders of this AgreementRegistrable Securities representing more than 50% of such securities at that time outstanding shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Company, to have the Company prepare and file with the Commission, on one occasion, a registration statement and/or such other documents, including a prospectus, and/or any other appropriate disclosure document as may be reasonably necessary in the opinion of both counsel for the Company and counsel for the Underwriter and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respec(or such longer period of time as permitted by the Act) by such Holders and any other Holders of any of the Registrable Securities who notify the Company within twenty (ii20) days after being given notice from the consummation Company of an IPO or (iii) such request. A Demand Registration shall not be counted as a Spin-Off or Hostile Change in Control at any time, Holders Demand Registration hereunder until such Demand Registration has been declared effective by the SEC and maintained continuously effective for a period of at least fifty percent (50%) of nine months or such shorter period when all Registrable Securities then held by parties to this Agreement (or included therein have been sold in accordance with such Demand Registration, provided that a Demand Registration shall be counted as a Demand Registration hereunder if the Company ceases its efforts in respect of such Demand Registration at the request of the majority Holders making the demand for a reason other than a material and adverse change in the case business, assets, prospects or condition (financial or otherwise) of the Company and its subsidiaries taken as a Spin-Off the percentage whole. (b) The Company covenants and agrees to give written notice of Registrable Securities equal to the proportion which any registration request under this Section 7.3 by the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears Holders to all Registrable Securities at the time other registered Holders of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriterwithin twenty (20) days from the date of the receipt of any such registration request. (c) In addition to the registration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing one (1) year after the Effective Date of the offering, and if soexpiring four (4) years thereafter, the underwriters name, address, telephone number and contact person. The Company will prepare and file Holders of a Registration Statement in accordance with Section 4 for majority of the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right right, exercisable by written request to approve the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement or any underwriterother appropriate disclosure document so as to permit a public offering and sale for nine (9) consecutive months (or such longer period of time as permitted by the Act) by any such Holder of Registrable Securities; provided, which approval shall not be unreasonably withheld. In the event however, that the underwriter limits provisions such registration request and registration and all costs incident thereto shall be at the expense of the Holder or Holders participating in the offering pro-rata. (d) Any written request by the Holders made pursuant to this Section 7.3 shall: (i) specify the number of Registrable Securities which the Holders intend to be included in offer and sell and the offering minimum price at which the Holders intend to fewer than offer and sell such securities; (ii) state the number that has been requested intention of the Holders to offer such securities for Registration, then each Holder's Registrable Securities shall be included in sale; (iii) describe the underwriting pro rata, based intended method of distribution of such securities; and (iv) contain an undertaking on the total number part of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject Holders to provide all such information and materials concerning the following limitations: (i) Holders and take all such action as may be reasonably required to permit the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after comply with all applicable requirements of the Commission and to obtain acceleration of the effective date of the registration statement. (e) In the event the Company receives from the Holders of any Registration Statement filed Registrable Securities representing more than 50% of such securities at that time outstanding, a request that the Company effect a registration on Form S-3 with respect to the Registrable Securities and if Form S-3 is available for such offering, the Company shall, as soon as practicable, effect such registration as would permit or facilitate the sale and distribution of the Registrable Securities as are specified in the request. All expenses incurred in connection with a registration requested pursuant to this Section shall be borne by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (iiexcept transfer taxes, if any, fees and expenses of Holder(s) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securitiescounsel, and the Company may delay the effectiveness Holder's pro-rata portion of such Demand Notice until one hundred eighty (180any selling discounts or commissions). Registrations effected pursuant to this Section 7.3(e) days after the effective date of such Registration Statementshall not be counted as registrations pursuant to Section 7.3(a) and 7.3(c) hereof.

Demand Registration. 2.1 After the earlier of (i) the first anniversary Investors holding not less than one-half of the date shares of this Agreement, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities Restricted Stock then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) Investors, may request the Company to Register register under the Securities Act not less than one-half of all shares of Restricted Stock then held by the Investors as a group for sale in the manner specified in such notice (shares of Restricted Stock issuable upon exercise of any option, warrant, or all right which is then immediately exercisable and shares of their Registrable Securities (a "Demand Notice"Restricted Stock issuable upon conversion of any convertible security which is then immediately convertible, shall be deemed held by such Investor for the purposes of this Section 5.1). Demand Notices shall Notwithstanding anything to the contrary contained herein, no request may be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once 5.1 within six months after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations which the Investors shall have been entitled to join pursuant to Demand Notices Sections 5.2 or 5.3 hereof, and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have been requested by such Investors. If the Company receives a notice from an Investor or Investors that imposes on the Company the registration obligations of this Section 5.1, and if, in the reasonable opinion of the Board of Directors of the Company the general market conditions are subject to not appropriate at the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Noticetime for an offering, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt at its option, delay the commencement of the performance of the Company's obligation pursuant to this Section 5.1 for up to one hundred twenty (120) days. If an Investor specifies in the notice, request that the Company method of disposition of the Restricted Stock shall be an underwritten public offering, the Investor may designate the managing underwriter of such offering, subject to include the Holder's Registrable Securities in approval of the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriterCompany, which approval shall not be unreasonably withheldwithheld or delayed. In the event that the underwriter limits The Company shall be obligated to register Restricted Stock pursuant to this Section 5.1 on two occasions only (irrespective of the number of Registrable Securities Investors requesting such registration), PROVIDED, HOWEVER, that such obligation shall be deemed satisfied only when a registration statement covering shares of Restricted Stock, for sale in accordance with the method of disposition specified by the requesting Investor, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, such shares shall have been sold pursuant thereto. The Company shall be entitled to include in any registration statement referred to in this Section 5.1 for sale in accordance with the method of disposition specified by the requesting Investor, shares of Common Stock to be included in the offering to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed sold by the Company in which the Holders party for its own account, except as and to the Demand Notice could have included their Registrable Securities; extent that in the opinion of the managing underwriter (ii) if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except for registration statements on Forms S-4 or S-8, or any successor thereto, the Company may delay will not file with the effectiveness Commission any other registration statement with respect to its Common Stock, whether for its own account or that of a Demand Notice for a period other stockholders, from the date of not more than six months after receipt of a Demand Notice in any 12-month period if notice from the Company furnishes a certificate signed by its president stating that in requesting Investor pursuant to this Section 5.1 until the good faith judgment completion of the Company's board period of directors it would be detrimental to distribution of the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementregistration contemplated thereby.

Demand Registration. 2.1 After (1) If, on the earlier of (i) the first six month anniversary of the date of this Agreement, Uniview has not effected a registration of Registrable Securities pursuant to Section 2 hereof pursuant to which all of the Registrable Securities were sold, then (i) at any time from the six month anniversary of the date of this Agreement until all of the Registrable Securities have been sold pursuant to a registration effected under the terms of this Agreement or have become Rule 144 Resale Eligible (and if such Registrable Securities ever cease to be Rule 144 Resale Eligible, then until such time as they again become Rule 144 Resale Eligible), and (ii) the consummation of an IPO upon written notice from a Holder or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (more than 50%) % of all the Registrable Securities then (the "Initiating Holders") in the manner set forth in Section 11(h) hereof requesting that Uniview effect the registration under the Securities Act of any or all of the Registrable Securities held by parties such Holders (which notice shall specify the intended method or methods of disposition of such Registrable Securities), Uniview shall use its best efforts to effect, in the manner set forth in Section 5, the registration under the Securities Act of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request; provided that Uniview shall not be obligated to file more than one (1) registration statement under the Securities Act relating to a registration request pursuant to this Section 3(a). (2) Notwithstanding any other provision of this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired contrary, a registration requested by a Holder pursuant to this Section 3 shall not be deemed to have been effected (and, therefore, not requested for purposes of Section 3(a)):(A) if it is withdrawn based upon material adverse information relating to Uniview that is different from the Subscription Agreement bears information (x) known to all Registrable Securities the Holders requesting registration at the time of their request for registration, or (y) promptly disclosed by Uniview to the Spin-Off) may request Holder at the Company to Register any or all time of their Registrable Securities request for registration; (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand NoticeB) if, when effective, it includes fewer than ninety (90%) percent of the number and type of shares of Registrable Securities that each requests to be Registeredwhich were the subject matter of the request; (C) if after it has become effective such registration is interfered with by Uniview invoking its rights under subsection 6(e) or any stop order, whether injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, less than ninety (90%) percent of the Registrable Securities will requested to be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement registered can be completely distributed in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that plan of distribution set forth in the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three related registration statement. (3) times in total. Registrations In the event that any registration pursuant to Demand Notices are subject to the further limitations set forth this Section 3 shall involve, in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Noticewhole or in part, the Company shall deliver written notice to all Holders thatan underwritten offering, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company Uniview shall have the right to approve designate the underwriter or underwriters, including the lead managing underwriter of such underwritten offering. (4) Upon receipt of written notice from the Initiating Holders under Section 3(a) hereto, Uniview shall, within five (5) days, give prompt written notice to all other Holders of Registrable Securities of such notice and of its intent to effect the registration of Registrable Securities pursuant to this Agreement. Such notice shall offer each such Holder the opportunity to include in such registration statement such number of Registrable Securities as each such Holder may request. (5) Holders other than the Initiating Holders and holders of other registrable securities with the right to participate in a Uniview registration statement shall have the right to include their shares of Registrable Securities or other registrable securities, as the case may be, in any underwriter, which approval shall not be unreasonably withheldregistration pursuant to Section 3(a). In connection with those registrations in which multiple Holders or holders of other registrable securities with the right to participate in such registration ("piggy-back rights holders") participate, in the event the facilitating broker/dealer or, in an underwritten offering, the lead managing underwriter advises that marketing factors require a limitation on the underwriter limits number of shares to be sold, the number of shares to be included in the sale or underwriting and registration shall be allocated (i) first, to the Holders, and, if less than the full number of Registrable Securities of such Holders, then pro rata on the basis of the number of Registrable Securities requested to be included in the offering to fewer than the number that has been requested for Registration, then registered by each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; and (ii) second, to the Company may delay holders seeking registration pursuant to piggy-back registration rights otherwise granted by Uniview pro rata on the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment basis of the Company's board number of directors it would be detrimental to the Company for the Registration Statement securities requested to be effected at registered by each such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement holder in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementregistration.

Demand Registration. 2.1 After (a) Commencing 30 days following the earlier of (i) the first anniversary of the date of this AgreementEffective Date, (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%) of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage Holder of Registrable Securities equal to may make a written request substantially in the proportion which form of Annex A hereto for registration under the majority Securities Act of the number shares all or part of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any its or all of their Registrable Securities (a "Demand NoticeRegistration"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company Issuer shall not be required obligated to prepare effect (i) any Demand Registration, except for the first Demand Registration hereunder, unless the aggregate market value of the Registrable Securities covered by such written requests (calculated as of a recent date as determined by the Issuer) is at least $50,000,000; provided that in the case of a Demand Registration which may only be requested by Angelo Gordon, Bank of America or file Naugatuck (as provided in clause (xxx) xxxxx) xhe aggregate market value of the Registrable Securities covered by such written requests (calculated as of a Registration Statement under this Section 2 recent date as determined by the Issuer) is at least $25,000,000, (ii) more than once one Demand Registration in any twelve (12) 6-month period, (iii) more than twice after an IPO or more than three five Demand Registrations in total (3of which, one such Demand Registration may only be requested by Angelo Gordon, one such Demand Registration may only be requested by Xxxx xx Xxxxica and one such Demand Registration may only be requested by Naugatuck), (iv) times any Demand Registration within 3 months of a previous registration in total. Registrations which the holders of Registrable Securities were given piggyback rights pursuant to Section 2.3 and in which there was no reduction in the number of Registrable Securities requested to be included or (v) any Demand Notices are subject Registration at a time when doing so would be in violation of Section 5.3(b) of the Common Registration Rights Agreement. Each such request will specify the number of Registrable Securities proposed to be sold and will also specify the further limitations set forth intended method of disposition thereof and may specify the book-running managing Underwriter and any additional investment bankers and managers to be used in Section 2.3. 2.2 Within ten connection with an underwritten offering. Promptly after receipt of requests for the registration of Registrable Securities with an aggregate market value of at least $50,000,000 (10or $25,000,000 for a Demand Registration which may only be requested by Angelo Gordon, Bank of America or Naugatuck, as provided in clause (xxx) days from its xxxxx), in each case, determined as aforesaid or, in the case of the first Demand Registration hereunder, promptly after the receipt of a valid Demand Noticerequest for the registration of Registrable Securities, the Company shall deliver Issuer will give written notice of such registration request to all other Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities and include in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their such registration all such Registrable Securities through an underwriter, then each Holder that requests with respect to which the Issuer has received a written request for inclusion in the Registration Statement must participate in therein within 30 calendar days after written notice has been mailed. Each such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld. In the event that the underwriter limits request will also specify the number of Registrable Securities to be included in registered and the offering intended method of disposition thereof. The registration statement to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement filed pursuant to a Demand Notice within one hundred eighty Registration shall not include securities being sold for the account of other persons and entities (180other than securities being sold for the account of other persons and entities pursuant to the piggy-back registration rights provisions of the Common Registration Rights Agreement) or for the account of the Issuer, unless the Holders of a majority of the Registrable Securities to be included in such Demand Registration consent in writing thereto. (b) A registration will not count as a Demand Registration until it has become effective and remains effective for not less than 90 days after or such shorter period as is required for all of the Registrable Securities so registered to be sold unless such Demand Registration has not become effective date due solely to the fault of, or is terminated at the request of, the requesting Holders. (c) If the Holders of any a majority of the Registrable Securities to be registered in a Demand Registration Statement filed so elect, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. Unless otherwise specified by the Company Holders of a majority of the Registrable Securities to be included in which the Holders party such Demand Registration, and subject to the Demand Notice could have included their Registrable Securities; (ii) approval of such Holders, which shall not be unreasonably withheld, the Company may delay Issuer shall select the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12book-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement running managing Underwriter in connection with an underwritten public such offering and any additional investment bankers and managers to be used in connection with the offering. Any book-running managing Underwriter or additional investment bankers and managers specified by the Holders shall be subject to the approval of Company securitiesthe Issuer, and which shall not be unreasonably withheld. To the Company may delay extent 25% or more of the effectiveness Registrable Securities so requested to be registered are excluded from the offering in accordance with Section 2.4, the registration of such offering will not count as a Demand Notice until one hundred eighty (180) days after the effective date of such Registration StatementRegistration.

Demand Registration. 2.1 After (a) If at any time or from time to time the earlier Company shall receive a written request from (x) a Holder or Holders holding more than 15% of the then outstanding Registrable Securities (assuming for this purpose that all Preferred Shares are converted in full, and irrespective of any limitations on conversion contemplated by the Certificates of Designations of such stock) or (y) any Initial Investor Holder (such requesting Person(s), the "Requesting Holders"), that the Company effect the registration under the Securities Act of all or any portion of such Requesting Holders' Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration (each such request, a "Demand Registration") at least 21 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Holders, and the Company shall effect (subject to the limitations set forth in Sections 2.01(e) hereof), as expeditiously as possible, the registration under the Securities Act of: (i) all Registrable Securities for which the first anniversary Requesting Holders have requested registration under this Section 2.01, and (ii) all other Registrable Securities that any other Holders (all such Holders, together with the Requesting Holders, the "Registering Holders") have requested the Company to register by request received by the Company within 14 days after such Holders receive the Company's notice of the date Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods of disposition specified in such request) of the Registrable Securities so to be registered; provided that no Person may participate in any registration statement pursuant to this AgreementSection 2.01(a) for an underwritten offering unless such Person agrees to sell its Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Requesting Holders (including pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter; provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in such transaction) and completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no such Registering Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of its Registrable Securities to be transferred free and clear of all liens, claims and encumbrances, (ii) the consummation of an IPO or such Person's power and authority to effect such transfer, and (iii) a Spin-Off or Hostile Change such matters as may be reasonably requested pertaining to such Person's compliance with securities laws; provided further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person shall be in Control at any timeproportion thereto; and provided, Holders further, that such liability shall be limited to the net amount received by such Person from the sale of at least fifty percent (50%) of all its Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time of the Spin-Off) may request the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file a Registration Statement in accordance with Section 4 for the Registrable Securities to be Registered pursuant to a valid Demand Noticesuch offering; provided that that, subject to Section 2.01(d) hereof, the Company shall not be required obligated to: (A) effect any Demand Registration pursuant to prepare or file a Registration Statement under clause (x) of the first paragraph of this Section 2 2.01(a) unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included by all Registering Holders in such Demand Registration are at least $50 million (prior to deducting underwriting discounts and commissions); (B) effect more than once in any twelve one Demand Registration per Initial Investor Holder pursuant to clause (12y) month period, of the first paragraph of this Section 2.01(a) or effect more than twice after an IPO or more than three two Demand Registrations per Initial Investor Group pursuant to clause (3y) times of the first paragraph of this Section 2.01 (a) (it being understood that the limitations in total. this clause (B) shall not limit rights to Demand Registrations pursuant to clause (x) of the first paragraph of this Section 2.01(a)); (C) effect a Demand Notices are subject Registration within 180 days of having effected a prior Demand Registration pursuant to this Section 2.01. (b) Promptly after the expiration of the 14-day period referred to in Section 2.01(a)(ii) hereof, the Company will notify all Registering Holders of the identities of the other Registering Holders and the number of shares of Registrable Securities requested to be registered. At any time prior to the further limitations set forth effective date of the registration statement relating to such registration, the Requesting Holders holding a majority of the Registrable Securities requested by such Requesting Holders to be included in Section 2.3such registration may revoke such request without liability to any of the other Registering Holders, by providing a notice to the Company revoking such request. 2.2 Within ten (10c) The Company shall be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such registration is effected. (d) A Demand Registration shall not be deemed to have occurred: (i) unless (A) the registration statement relating thereto shall have become effective under the Securities Act and shall have remained effective for a period of at least 180 consecutive days from its receipt (or such shorter period in which all Registrable Securities of the Registering Holders included in such registration have actually been sold thereunder), provided that such registration shall not be considered a Demand Registration if, after such registration statement becomes effective, such registration statement (or the use of the related prospectus) is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, and (B) if in connection with an underwritten offering, all customary conditions in the applicable underwriting agreement shall have been satisfied, other than any failure primarily due to an act, omission or misrepresentation of a valid Holder participating therein; or (ii) if due to the Demand NoticeMaximum Offering Size provision of Section 2.01(e) hereof, less than 75% of the Registrable Securities of the Requesting Holders sought to be included in such registration are included. (e) If a Demand Registration involves an underwritten public offering and the managing underwriter advises the Requesting Holders that, in its view, the number of shares that the Registering Holders propose to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the "Demand Maximum Offering Size"), the Company shall deliver written notice include in such registration, in the priority listed below, up to the Demand Maximum Offering Size: (i) first, all Registrable Securities requested to be registered by the Requesting Holders thatand all Registrable Securities requested to be included in such registration by any other Registering Holders (allocated, pursuant if necessary for the offering not to exceed the Demand Maximum Offering Size, pro rata among such Requesting Holders and other Registering Holders on the basis of the relative number of Registrable Securities so requested to be included in such registration by each); and (ii) second, any shares of Common Stock proposed to be registered by the Company for its own account. (f) The Company may defer the filing (but not the preparation) of a Demand Noticeregistration statement required by Section 2.01 hereof until a date not later than 90 days after the date of the request to file such registration statement if (i) at the time the Company receives the request to register shares, the Company will prepare and file a Registration Statement. Any Holder who was not a party is engaged in confidential negotiations or other confidential business activities or the Board of Directors of the Company determines that the Company is at such time otherwise in possession of material non-public information with respect to the Demand Notice mayCompany, within ten in each case, disclosure of which would be required in such registration statement (10but would not be required if such registration statement were not filed), and the Board of Directors of the Company determines in good faith that such public disclosure at that time would be materially detrimental to the Company and its stockholders (other than, if applicable, the Holders requesting such registration), or (ii) days from receipt prior to receiving the request to register shares, the Board of Directors of the Company had resolved to effect a registered underwritten public offering of Company equity securities for the Company's notice, request account and the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, had taken substantial steps (including, but not limited to, customary underwriting selecting a managing underwriter for such offering) and indemnification agreementsis actively proceeding with reasonable diligence to effect such offering. The Company A deferral of the filing of a registration statement pursuant to this Section 2.01(f) shall have be lifted, and the right to approve any underwriterrequested registration statement shall be filed forthwith, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number of Registrable Securities to be included if, in the offering case of a deferral pursuant to fewer than the number that has been requested for Registration, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: clause (i) of the Company need not prepare preceding sentence, the negotiations or file other activities are terminated or publicly disclosed (or such material non-public information has been publicly disclosed), or, in the case of a Registration Statement deferral pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; clause (ii) of the preceding sentence, the proposed registration for the Company's account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 2.01(f), the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice shall promptly (but in any 12-month period if the Company furnishes event within 7 days), upon determining to seek such deferral, deliver to each Holder requesting such registration a certificate signed by its president an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 2.01(f) and (unless such Holder had previously requested in writing that the Company not disclose to it such information under this paragraph) a general statement of the reason for such deferral and an approximation of the anticipated delay (to the extent it shall be legally permissible for the Company to so disclose such information to such Holder). The Company may defer the filing of a registration statement pursuant to this Section 2.01(f) only once in any 360-day period and the period of deferrals shall not exceed 90 days in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementaggregate over any 360-day period.

Demand Registration. 2.1 After the earlier of (ia) the first anniversary of Any time after the date of this AgreementAgreement any Holder or Holders may request (a "Request Notice") the Company to: (i) register under the Securities Act, provided either (i) at that time the Common Shares are registered with the Commission under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the Company is otherwise subject to reporting requirements under the Exchange Act; or (ii) the consummation of an IPO or Company is otherwise required to register under the Securities Act in order for the Company to effect a distribution in Canada; (ii) file and obtain a receipt for a preliminary prospectus in all provinces in Canada in respect of; or (iii) register as described in (i) above and file a Spin-Off prospectus as described in (ii) above, in respect of; all or Hostile Change in Control at any time, Holders of portion (provided that such portion represents at least fifty percent (50%) 22% of all Registrable Securities then held by parties to this Agreement (or in the case of a Spin-Off the percentage of Registrable Securities equal to the proportion which the majority of the number shares of Common acquired pursuant to the Subscription Agreement bears to all Registrable Securities at the time date hereof) of the Spin-OffRegistrable Securities that are held by such Holder or Holders (collectively, the "Requesting Holder") may request for sale in the manner specified in the Request Notice. (b) Following receipt of a Request Notice, the Company shall promptly notify each Holder (except the Requesting Holder) of the receipt of a Request Notice and shall use its best efforts to (i) file a registration statement under the Securities Act (each such registration statement is hereinafter referred to Register any or as a "Registration Statement") effecting the registration under the Securities Act; (ii) file a preliminary short form prospectus in all provinces of their Canada (each such preliminary short form prospectus is hereinafter referred to as a "Canadian Prospectus") qualifying the relevant Registrable Securities; or (iii) file both a Registration Statement and a Canadian Prospectus as described in (i) and (ii) above; for public sale in accordance with the method of disposition specified in such Request Notice, the Registrable Securities specified in the Request Notice (a and in any notices received from other Holders no later than the 15th day after receipt of the notice sent by the Company) (such other Holders and the Requesting Holder are hereinafter referred to as the "Demand NoticeRequesting Holders"). Demand Notices If such method of disposition shall be made in writing and shall specify the Holders making the Demand Noticean underwritten public offering, the number and type Company may designate the managing underwriter of Registrable Securities that each requests such offering, subject to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, approval of the underwriters name, address, telephone number and contact person. The Company will prepare and file Requesting Holders holding a Registration Statement in accordance with Section 4 for majority of the Registrable Securities to be Registered pursuant to a valid Demand Notice; provided that the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within ten (10) days from its receipt of a valid Demand Notice, the Company shall deliver written notice to all Holders that, pursuant to a Demand Notice, the Company will prepare and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, within ten (10) days from receipt of the Company's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company shall have the right to approve any underwriterregistered, which approval shall not be unreasonably withheld. In the event that the underwriter limits the number withheld unreasonably. (c) The Company shall be obligated to register (pursuant to Section 2.1(b)(i)), file a qualifying prospectus in respect of Registrable Securities (pursuant to Section 2.1(b)(ii)), or register and file a qualifying prospectus (pursuant to Section 2.1(b)(iii)), on three occasions only. A request pursuant to Section 2.1(a)(i), (ii) or (iii) shall be counted as one of the three required registrations, prospectus filings or combined registration and prospectus filings only when (i) all the Registrable Securities requested to be included in the offering to fewer than the number that has any such registration or prospectus filing have been requested for Registrationso included, then each Holder's Registrable Securities shall be included in the underwriting pro rata, based on the total number of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay corresponding Registration Statement has become effective under the effectiveness of Securities Act, and/or a Demand Notice receipt for a period of not more than six months after receipt of a Demand Notice in any 12-month period if final prospectus has been issued by the Company furnishes a certificate signed by its president stating that in the good faith judgment of the Company's board of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; Ontario Securities Commission, as applicable, and (iii) the public offering has been consummated and the Registrable Securities have been sold on the terms and conditions specified therein unless the offering is not consummated or any Registrable Securities have not been sold as a result of a default by a Requesting Holder or any underwriter or the Company need shall have no further obligation pursuant to Section 2.3(g). (d) The Company shall be entitled to include in any Registration Statement or Canadian Prospectus filed pursuant to this Section 2.1, for sale in accordance with the method of disposition specified by the Requesting Holder, securities of the Company entitled to vote generally in the election of directors (or any securities convertible into or exchangeable for or exercisable for the purchase of securities so entitled generally to vote in the election of directors) (collectively, "Voting Securities") to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would materially jeopardize the successful marketing of the Registrable Securities to be sold. Any Person other than a Holder entitled to piggy-back registration rights with respect to a Registration Statement or Canadian Prospectus filed pursuant to this Section 2.1 may include Voting Securities of the Company with respect to which such rights apply in such Registration Statement or Canadian Prospectus for sale in accordance with the method of disposition specified by the Requesting Holder, except and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering) such inclusion would materially jeopardize the successful marketing of the Registrable Securities to be sold. Except as provided in this subsection (d), the Company will not prepare effect any other registration, or file a preliminary prospectus in respect of, its Voting Securities (except with respect to Registration Statement pursuant to Statements on Form S-4 or S-8, or the equivalent form for foreign private issuers, for purposes permissible under such forms as of the date hereof), whether for its own account or that of any other security holder, from the date of receipt of a Demand Request Notice if it is then preparing requesting the registration of or prospectus filing in respect of a Registration Statement in connection with an firm commitment underwritten public offering until the completion of Company securitiesthe distribution by the underwriters of all securities thereunder. (e) Until no Registrable Securities remain outstanding, and the Company may delay shall not issue any demand registration rights or Canadian prospectus qualification rights to any person or entity without the effectiveness prior written consent of Shareholder, which consent shall not be unreasonably withheld, provided always that notwithstanding any such Demand Notice until one hundred eighty (180) days after issue Shareholder shall remain entitled to exercise the effective date registration rights as set forth in Section 2.2 in respect of a demand registration or prospectus qualification by any such Registration Statementperson or entity and demand registration rights as set forth in Section 2.1.

Demand Registration. 2.1 After (a) At any time commencing after , 1998 (12 months from the earlier of Effective Date) through and including , 2002 (i) 60 months from the first anniversary Effective Date), the Holders of the date of this Agreement, Representative's Purchase Options and/or Units underlying same representing a "Majority" (ii) the consummation of an IPO or (iii) a Spin-Off or Hostile Change in Control at any time, Holders of at least fifty percent (50%as hereinafter defined) of such securities (assuming the exercise of all Registrable Securities then held by parties to this Agreement of the Representative's Purchase Options) shall have the right (or which right is in the case of a Spin-Off the percentage of Registrable Securities equal addition to the proportion which the majority of the number shares of Common acquired pursuant registration rights under Section 7.2 hereof), exercisable by written notice to the Subscription Agreement bears Company, to all Registrable Securities at the time of the Spin-Off) may request have the Company to Register any or all of their Registrable Securities (a "Demand Notice"). Demand Notices shall be made in writing and shall specify the Holders making the Demand Notice, the number and type of Registrable Securities that each requests to be Registered, whether the Registrable Securities will be sold through an underwriter, and if so, the underwriters name, address, telephone number and contact person. The Company will prepare and file with the Commission, on one occasion, a Registration Statement registration statement and such other documents, including a prospectus, as may be necessary in accordance with Section 4 the opinion of both counsel for the Registrable Securities Company and counsel for the Representative and Holders, in order to be Registered pursuant comply with the provisions of the Act, so as to permit a valid Demand Notice; provided that public offering and sale of their respective Units underlying same for nine (9) consecutive months by such Holders and any other Holders of the Representative's Purchase Options and/or Units underlying same who notify the Company shall not be required to prepare or file a Registration Statement under this Section 2 more than once in any twelve (12) month period, more than twice after an IPO or more than three (3) times in total. Registrations pursuant to Demand Notices are subject to the further limitations set forth in Section 2.3. 2.2 Within within ten (10) days after receiving notice from its receipt of a valid Demand Notice, the Company shall deliver of such request. (b) The Company covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders that, pursuant to a Demand Notice, of the Company will prepare Representative's Purchase Options and file a Registration Statement. Any Holder who was not a party to the Demand Notice may, Units underlying same within ten (10) days from the date of the receipt of any such registration request. (c) In addition to the Companyregistration rights under Section 7.2 and subsection (a) of this Section 7.3, at any time commencing after , 1998 (12 months from the Effective Date) through and including , 2002 (60 months from the Effective Date), any Holder or Holders of a Majority of Representative's notice, request the Company to include the Holder's Registrable Securities in the Registration Statement. If the Holders that initiated a Demand Notice specify therein that they intend to distribute their Registrable Securities through an underwriter, then each Holder that requests inclusion in the Registration Statement must participate in such underwriting, and become party to any required agreements, including, but not limited to, customary underwriting and indemnification agreements. The Company Purchase Options and/or shares of Units underlying same shall have the right right, exercisable by written request to approve the Company, to have the Company prepare and file, on one occasion, with the Commission a registration statement so as to permit a public offering and sale for nine (9) consecutive months by any underwritersuch Holder or Holders, which approval provided, however, that the provisions of Section 7.4(b) hereof shall not apply to any such registration request and registration and all costs incident thereto shall be unreasonably withheld. In at the event expense of the Holder or Holders making such request. (d) Notwithstanding anything to the contrary contained herein, if the Company shall not have filed a registration statement for the shares of common stock, the Warrants and the Warrant Shares underlying the Representative's Purchase Options within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Representative's Purchase Options and/or Units underlying same, the Company agrees that upon the underwriter limits written notice of election of a Majority of the number Holders of Registrable Securities to be included the Representative's Purchase Options and/or Units underlying same it shall repurchase (i) any and all Units underlying the Representative's Purchase Options at the higher of the Market Price per Unit of the Units (or the combined price of the securities contained in the offering Units) on (x) the date of the notice sent pursuant to fewer than Section 7.3(a) or (y) the number that has been requested for Registration, then each Holder's Registrable Securities expiration of the period specified in Section 7.4(a). Such repurchase shall be included in immediately available funds and shall close within two (2) days after the underwriting pro rata, based on the total number later of Registrable Securities held by the participating Holders. 2.3 Registrations under this Section 2 are subject to the following limitations: (i) the Company need not prepare expiration of the period specified in Section 7.4(a) or file a Registration Statement pursuant to a Demand Notice within one hundred eighty (180) days after the effective date of any Registration Statement filed by the Company in which the Holders party to the Demand Notice could have included their Registrable Securities; (ii) the Company may delay the effectiveness of a Demand Notice for a period of not more than six months after receipt of a Demand Notice in any 12-month period if the Company furnishes a certificate signed by its president stating that in the good faith judgment delivery of the Company's board written notice of directors it would be detrimental to the Company for the Registration Statement to be effected at such time; and (iii) the Company need not prepare or file a Registration Statement pursuant to a Demand Notice if it is then preparing a Registration Statement election specified in connection with an underwritten public offering of Company securities, and the Company may delay the effectiveness of such Demand Notice until one hundred eighty (180) days after the effective date of such Registration Statementthis Section 7.3(d).